1. ) Wasudevan A/l Shridathan v 1. ) Lau Tian Kit (WA-22NCC-210-04/2019)

(NRIC No. 610519115241)

SPACIOUS GLORY SDN. BHD. (Company No.: 1176027-X) … PLAINTIFFS

COCONUT THREE SDN. BHD. (Business Reg. No. 1016195-X)

NEXGRAM HOLDINGS BERHAD (Business Reg. No. 660055-H)

MAZRU BIN MAT YUSOF (NRIC No. 630122035161) S/N r4QMtph6akaJV27Zm540Xg

LEING TI KANG (NRIC No. 880531085153)

WASUDEVAN A/L SHRIDATHAN (NRIC No. 590818105451)

MOHD RAZALI BIN ABDULLAH (NRIC No. 580224055005)

JOSEPH ANAK NANANG (NRIC No. 800129135711)

CHOO KAY LIN CHOO CHEE CHONG (Acting as Administrator of the Estate of Choo Kay Lin, the deceased) … DEFENDANTS (In the Counterclaim) (HEARD TOGETHER WITH) IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN WILAYAH PERSEKUTUAN, MALAYSIA (COMMERCIAL DIVISION)

LEING TI KANG (NRIC No. 880531085153)

JOSEPH ANAK NANANG (NRIC No. 800129135711)

CHOO KAY LIN CHOO CHEE CHONG (Acting as Administrator of the Estate of Choo Kay Lin, the deceased) … PLAINTIFFS S/N r4QMtph6akaJV27Zm540Xg (NRIC No. 610519115241) … DEFENDANT GROUNDS OF JUDGMENT Introduction [1] This judgment deals with claims founded on the tort of abuse of court process or interference with the judicial process as well as conspiracy by unlawful means. It explores the concept of ‘damages at large’ under such causes of action and whether legal costs incurred are recoverable pursuant to such causes of action. General damages, aggravated damages and exemplary damages are also considered. Background Facts The Parties [2] Lau Tian Kit (‘Lau’) and his late wife, Madam Lim Kim Lee (‘the late Madam Lim’) were the sole owners of all the shares of one Blue Hill Development Sdn Bhd (‘Blue Hill’) since 2003 when the company was founded. Up until 2016, Lau held 51% of the shares and the late Madam Lim in turn held the remaining 49% in Blue Hill. During this time, Blue Hill grew to being a G7-certified and an ISO-certified company by the Construction Industry Development Board and ACM (UK certification) respectively. S/N r4QMtph6akaJV27Zm540Xg [3] Coconut Three Sdn Bhd (formerly known as Nexgram Land Sdn Bhd (‘NL’) desired to acquire the shares of Blue Hill. NL is the wholly owned subsidiary of Nexgram Holdings Berhad (‘NHB’) (NL and NHB shall be collectively referred to as ‘Nexgram’). [4] Mazru bun Mat Yusof (‘Mazru’) is the sole director of NL and the executive director of NHB since January 2016. He is also the Financial Controller and the Chief Financial Officer (‘CFO’) of NHB since July 2015. [5] Leing Ti Kang (‘Leing’) is an individual who chose to appear to the scene involving the disputes between Lau and Nexgram only sometime in 2019. He claimed to be the beneficial owner of Spacious Glory Sdn Bhd (‘SG’), a company that was used as the special purpose vehicle to sell 70% of the Blue Hill shares owned collectively by Lau and the late Madam Lim to NL. [6] Vasudevan a/l Shridathan (‘Vasudevan’) and Mohad Razali bin Abdullah (‘Razali’) are individuals who claimed to be Leing’s nominee directors appointed to SG. [7] Joseph Anak Nanang (‘Joseph’) and the late Choo Kay Lin, deceased (‘the late Choo’) are individuals whom Leing claimed are his nominees for the SG shares that Leing is said to have purchased from Lau and the late Madam Lim sometime in December and November 2016 respectively. Since the commencement of this action, the late Choo has passed away and his name has been substituted by Choo Chee Chong who is the administrator of his S/N r4QMtph6akaJV27Zm540Xg estate. The claim against the late Choo was subsequently withdrawn. Offer to Purchase 70% of Blue Hill by Nexgram [8] Around the middle of March 2016, Lau and the late Madam Lim were approached by Nexgram, who expressed a very strong interest in acquiring a construction company. It is Lau’s testimony that the introduction was made through his brother-in law, one Yap Hee Tai. [9] Lau testified that the representatives of Nexgram met with him and the late Madam Lim for the first time in March 2016 to negotiate the acquisition. He further testified that the representatives of Nexgram were one Dato’ Larry Tey Por Yee, one Allen How who was the former Director and CEO of NL and one Kenny Chen, a former Executive Director of NHB. The existence and involvement of these individuals were confirmed by Mazru. [10] Nexgram conveyed to Lau and the late Madam Lim of its proposal to purchase 70% of Blue Hill. [11] Subsequent to this meeting, in early April 2016, Nexgram proposed the sum of RM12.5 million as consideration for the purchase. [12] However, rather than acquiring the Blue Hill shares directly from Lau and the late Madam Lim, Nexgram required the said shares to be transferred to a corporate entity or a special purpose vehicle (‘SPV’) and for the SPV to then sell the said Blue Hill shares to NL. This arrangement was based on the recommendation of one Mr Derek S/N r4QMtph6akaJV27Zm540Xg Phang (‘Derek Phang’) who was at the material times Negram’s corporate finance advisor. Acquisition of SG by Lau and Madam Lim [13] Premised on the arrangement above, the company, Spacious Glory Sdn Bhd or SG was procured by Nexgram from its previous shareholders, one Yap Kian Mun and one Lim Boon Huay as the designated SPV. SG was a RM 2.00 shelf company incorporated in February 2016 and had no business of its own. [14] It is Lau’s testimony that he had never understood the necessity to utilize a SPV for Nexgram to acquire the shares. It just seemed to him at the time that this was how a listed company such as NHB would carry out their acquisitions. [15] On or around 6.4.2016, Lau and the late Madam Lim executed the relevant forms 32A and became the shareholders of SG, each holding 1 share of RM1.00, replacing the existing shareholders, Yap Kian Mun and Lim Boon Huay. [16] In relation to the transfer forms to acquire SG, it is Lau’s testimony that:

The transfer forms were prepared by one man known as ‘Chee How’, who was the representative of Nexgram;

The person who witnessed the late Madam Lim’s and Lau’s signatures on the transfer forms, one Tang Choon Keet who was the then company secretary of SG; S/N r4QMtph6akaJV27Zm540Xg

Tan Choon Keet was arranged by Chee How.

There were details placed on the transfer forms before the same were signed. SG’s Acquisition of Bluehill Shares from Lau and Madam Lim [17] On or around 8.4.2016, Lau and the late Madam Lim transferred a collective amount of 770,000 shares in Blue Hill held by them to SG, making SG the 70% shareholder of Blue Hill. All costs including the stamping fees for SG’s acquisition of the 70% of Blue Hill shares were paid by Nexgram. [18] The relevant transfer forms for this transaction were prepared by Blue Hill’s company secretary, MSA Consulting and was witnessed by its auditor, one Tan Boon Kok. Nexgram’s Acquisition of Blue Hill Shares from SG Under SSA [19] Subsequent to the above, on 14.4.2016, the Shares Sale Agreement (‘SSA’) was executed where the purchase consideration for the 70% of Blue Hill shares held by SG is stated as RM 12.5 million. The forms 32A for the transfer of SG’s shares in Blue Hill to NL with the relevant board resolution for the transfer of shares were prepared by the company secretary and witnessed by Tan Boon Kok. [20] It is also Lau’s testimony that the SSA was signed in Kuala Lumpur and at the material time Mazru and Derek Phang were present S/N r4QMtph6akaJV27Zm540Xg during the execution. Mazru confirmed his involvement on 13th and 14th April 2016 i.e. during the execution of the SSA at the trial. [21] Under Clause 3.3 of the SSA, SG was required to execute the transfer of its 70% shares of Blue Hill to NL on the Completion Date of the SSA, whereas NL was required to pay the RM 12,500,000.00 purchase price within 30 days thereof. The Completion Date is defined under Clause 1 of the SSA as being the date when all the conditions precedents under the SSA are satisfied. [22] On 4.7.2016, NHB announced the completion of the SSA. On the same day, SG transferred its entire 770,000 Blue Hill shares to Nexgram. [23] Taking the 30-day timeframe under the SSA, NL was to make payment of RM12.5 million to SG on or by 3.8.2016. Kuala Lumpur High Court Suit No. WA-22NCC-291-07/2017 (‘Suit 291’) [24] By March 2017, no payment of any of the RM 12.5 million purchase consideration had been received by SG from NL, constraining SG to issue a letter of demand for the same on or around 22.3.2017. [25] However, no payment or response was received by NL in response to the 22.3.2017 demand letter, prompting SG to file the Kuala Lumpur High Court Suit No. WA-22NCC-291-07/2017 (‘Suit 291’) against NL for the RM 12.5 million outstanding purchase consideration in July 2017. S/N r4QMtph6akaJV27Zm540Xg [26] In response to Suit 291, NL filed their Re-Amended Defence and Counter Claim claiming that:

One Infosonic Sdn Bhd (‘Infosonic’) had allegedly made payment of RM 12.5 million to SG on behalf of NL. At paragraph 5A.3 of the pleadings, NL is said to have instructed Infosonic to pay SG vide a letter dated 3.3.2016;

NL is seeking to rescind the SSA and a refund of RM12.5 million on the basis that SG and/or Lau had fraudulently misrepresented NL to purchase the shares in Blue Hill. [27] NL’s contention of the involvement of Infosonic is significant as it is also Leing’s contention that he is the beneficial owner of Infosonic. More will be said of this later. [28] Just before the commencement of the trial of Suit 291 (scheduled to commence on 4th to 6th June 2018), Wasudevan caused a lodgment to be made at the office of Companies Commission of Malaysia (‘CCM’) to purportedly reflect the change in directorship of SG whereby Wasudevan and Razali were purportedly appointed as directors of SG in November 2016 and that Lau and the late Madam Lim had purportedly resigned as directors of SG in December 2016 (‘the 31.5.2018 Lodgment’). The 31.5.2018 Lodgment by Wasudevan and Razali was to change the directors of SG from the Lau and the late Madam Lim to Wasudevan and Razali effective 1.12.2016 and 30.11.2016 respectively. The 31.5.20187 Lodgment however didn’t materialize as the lodgment was rejected by CCM S/N r4QMtph6akaJV27Zm540Xg due to the need for late penalty. At this point in time, this was the only lodgment that was brought to Lau’s attention. [29] On 20.7.2018, the Learned Judicial Commissioner Justice Wong Chee Lin (as Her Ladyship then was) allowed SG’s claim of RM12.5 million in Suit 291. The Learned Judge also partially allowed NL’s counter claim for misrepresentation, albeit on a negligent basis (‘Suit 291 Judgment’). The SSA was never rescinded as Her Ladyship found that there was affirmation of the SSA by NL which led to nominal damages being granted since no damages were proven. [30] On 3.8.2018, NL appealed against the Suit 291 Judgment vide Court of Appeal of Malaysia Civil Appeal No. W-02(NCC)-1622-08/2018 (‘Suit 291 Appeal’). On 14.12.2018, a sum of RM 12.5 million was ordered to be paid to Messrs Haq & Associates, lawyers for NL who were to hold the said sum as stakeholders in an interest-bearing account until the disposal of the Suit 291 Appeal (‘the Stay Order’). Thus, notwithstanding that Lau and SG had prevailed in the Suit 291, they had yet to enjoy the frutis of their litigation. The Kuala Lumpur High Court Suit No. WA-22NCC-210-04/2019 (‘Original Suit 210’) and the Kuala Lumpur High Court Suit No. WA- 22NCC-679-12/2-19 (‘Suit 679’) [31] The Suit 291 Appeal was initially fixed for hearing in April 2019 but was subsequently adjourned to May 2019. This was when Leing emerged for the very first time where he commenced the present original suit (‘Original Suit 210’) seeking, inter alia, declarations S/N r4QMtph6akaJV27Zm540Xg that he is the beneficial owner of the SG shares. In the Original Suit 210, Leing contended that in late 2016, Lau and the late Madam Lim had transferred their respective shares in SG to Joseph and the late Choo who are purportedly his nominees. He further contended that Wasudevan and Razali are his nominee directors to SG. [32] In response, Lau and SG filed their counter claim in Original Suit 210 for fraud, conspiracy to injure and the tort of abuse of judicial process against NL, NHB, Mazru, Leing, Wasudevan, Razali, Joseph and the late Choo (‘the Counter Claim’). [33] Leing’s claims in Original Suit 210 was eventually struck out with liberty to file afresh by this Court on 28.11.2019 on the basis that Leing had no locus standi to commence Original Suit 210 without the inclusion of both Joseph and the late Choo as the purported transferees of the shares from Lau and the late Madam Lim. Therefore, only the Counter Claim was left in the Original Suit 210. [34] Leing together with Joseph and the late Choo then filed the Kuala Lumur High Court Suit No. WA-22NCC-679-12/2-19 (‘Suit 679’) on 6.12.2019 repeating his claims under the Original Suit 210 to, inter alia, validate the purported transfer by Lau’s and the late Madam Lim’s shares in SG to his nominees. Restructuring of Blue Hill [35] In the meantime, running alongside Suit 291 was Blue Hill’s efforts to implement a scheme of arrangement under s. 366 of the S/N r4QMtph6akaJV27Zm540Xg Companies Act 2016 (vide Kuala Lumpur High Court Originating Summons No. WA-22NCC-299-07/2017 (‘OS 299’). [36] Blue Hill initially filed OS 299 on or around 26.7.2017, for orders to convene a meeting of its scheme creditors. While the application was initially dismissed by the High Court, it was allowed in full by the Court of Appeal on 29.8.2017 (‘29.8.2017 Order’). Blue Hill also obtained a restraining order under s. 368 of the Companies Act 2016 for a period of 3 months. [37] The scheme proposed by Blue Hill consists of 3 tranches of payments which would be paid out by Blue Hill to its scheme creditors between April 2018 to October 2019 amounting to approximately 18% of the total debts owing to the scheme creditors of Blue Hill. [38] The scheme also included a contingent tranche payment of up to RM5 million, in the event SG makes successful recovery of the RM12.5 million which SG has undertaken to pay into Blue Hill up to RM5 million of any moneys recovered under Suit 291. [39] Since then, the meeting of Blue Hill’s scheme creditors was held on 27.2.2018 (pursuant to an extension of the 29.8.2017 Order, dated 28.11.2017) and approximately 89.5% of the creditors attending and voting had approved the scheme proposed by Blue Hill. S/N r4QMtph6akaJV27Zm540Xg Chee How and Derek Phang [40] Before I proceed further on the events and litigations commenced subsequent to the 31.5.2018 Lodgment, it is necessary to provide a little more information on the roles played by Derek Phang and Chee How in this case. I have only briefly alluded to them above. [41] Both Chee How and Derek Phang were involved in:

the acquisition of SG to serve as the SPV for the SSA;

the transfer of the shares of SG from its initial shareholders to Lau and the late Madam Lim;

the transfer of Lau’s and the late Madam Lim’s respective shares in Blue Hill totalling 70% of its entire shareholdings to

the sale by SG of its 70% shares in Blue Hill to NL pursuant to the SSA. Chee How [42] It is Lau’s testimony that the preparation of documents for the aforementioned share transfers were done under the express instruction of Nexgram’s representative, namely, one Khat Chee How (‘Chee How’) at all times. Indeed, there are documentary evidence in support of Chee How’s involvement:

Chee How introduced SG and provided the necessary documents for Lau and the late Madam Lim to be the shareholders of SG; S/N r4QMtph6akaJV27Zm540Xg

Chee How provided the transfer forms for SG to acquire the shares of Lau and the late Madam Lim in Blue Hill on 8.4.2016;

Chee How prepared the transfer forms for SG’s sale of its 770,000 shares in Blue Hill to NL pursuant to the SSA and gave instruction to the company secretary of Blue Hill to prepare the resolution for the transfer. He further provided the details of the buyer, purchase consideration of RM 12.5 million and number of shares in relation to the acquisition;

Significantly, when the company secretary to Blue Hill needed the witness for NL to sign the relevant Form 32A, she informed the same to Chee How for his action, suggesting that Chee How was viewed as representing NL. [43] The aforesaid are established from the exchanges of emails between Chee How and Blue Hill’s company secretary during the period from April to June 2018. [44] There is no dispute that it was Nexgram who had taken it upon themselves to make all the arrangement for the SPV to be introduced for the SSA, for the shares of the SPV to be owned by Lau and the late Madam Lim and thereafter to make further arrangement for the Blue Hill shares owned by Lau and the late Madam Lim to be transferred to the SPV before drawing up the SSA for the SPV to sell to NL the Blue Hill shares for a purchase consideration of RM 12.5 million. S/N r4QMtph6akaJV27Zm540Xg [45] Toward achieving the aforesaid end, it was Nexgram who had procured Chee How to be involved in various dealings with Blue Hill’s company secretary to effect the transactions. [46] Crucially, at the time of acquisition of SG and the transfer of Lau’s and the late Madam Lim’s shares in Blue Hill to SG and subsequently from SG to NL for the purpose of the SSA, Lau testified that there were several blank documents signed by him and the late Madam Lim which included share transfer forms and resignation letters with no details provided. These documents were then subsequently handed over to Chee How. Pages 71-72 of NOP (20.9.2021) Answer to Question No.12. Ok. So, you have stated in your answer to Question No.12, first paragraph at page No.14, that ‘we did however sign few blank share transfer forms back in April 2016’. Alright. Mr Lau, for the purpose of transferring the 70% shares of Blue Hill to Spacious Glory, before the same was sold to Nexgram, pursuant to SSA.’ Correct? Yes. Ok. How many times in the documents your name, Mr Lau? Sorry, can you repeat it, your question? How many times you have signed the share transfer documents, Mr Lau? Do you recall? Or only once? I think, one is the, for Blue Hill share to Spacious Glory. Ok. The rest, we have some forms to sign, then, I signed, I signed also. Is it like one time or few times? S/N r4QMtph6akaJV27Zm540Xg I can’t remember. No, no. The question is this, the question is how many transfer forms did you sign? Yes. Can you remember? One, one is the Blue Hill to Spacious. Then, the other form is all to sign blank forms. Alright. So, more than one transfer form was signed, that’s what you are saying? Yes. Alright. Ok. Ok, Mr Lau, when you signed all these documents, right, who were there? Do you remember the parties present during the time when you executed these forms? Apart from you and your late wife, is there anyone else? I think, some, some of the forms is, is hand over to Chee How signed and hand over to Chee How. Page 74 of NOP (20.9.2021) Ok, Mr Lau. Ok. And then also, subsequent to that, Mr Lau, at the last line of paragraph No.4, right, you have stated that, ‘At all material times, I left the matter to sole discretion of Nexgram as I do not have knowledge of corporate exercise.’ Correct? But I put it to you, Mr Lau, that Mr Chee How is the one who prepared the document, not Nexgram. Do you agree? I don’t agree. This, Chee How is under instruction of Nexgram to prepare all these. [47] It is Lau’s testimony that once the SSA is completed i.e. after he received the purchase consideration from NL, SG will be closed S/N r4QMtph6akaJV27Zm540Xg down and this idea came from Chee How. Lau further testified that the decision on whether to close down SG was to be decided later by him since he is the beneficial owner of SG. [48] There is little doubt that Chee How was involved in the preparation of transfer documents for the purpose of acquiring SG and the transfer of SG’s 70% shares in Blue Hill. Lau testified that all the documents were prepared and kept by Chee How. Thus, even though Mazru had sought to deny that Chee How was the representative of Nexgram, his denial is against the weight of documentary evidence. In any case, no attempts were made by Nexgram to call Chee How to testify and no explanation was given for the omission. The failure by Nexgram to call Chee How entitled this Court to invoke the adverse inference under Section 114(g) of the Evidence Act 1950. Derek Phang [49] It is Lau’s testimony that Derek Phang from Nexgram was also involved in the due diligence exercise for the purpose of the SSA. [50] The existence of Derek Phang during the SSA was confirmed by Mazru himself. He testified that:

Derek Phang is the corporate finance advisor of Nexgram for the SSA and was involved during the negotiation with Lau and the late Madam Lim;

the idea of using an SPV for the SSA came from Derek Phang; S/N r4QMtph6akaJV27Zm540Xg

Derek Phang’s full name is Phang Kiew Lim. [51] Justice Wong Chee Lin in her judgment in Suit 291 made mention of Derek Phang in the following manner: ‘[26] … although Derek Phang was not on the payroll of either the Defendant [NL] or Nexgram Holdings, Tuan Haji Mazru in his evidence has confirmed that he was in charge of the financial due diligence exercise in relation to the acquisition of BH [Blue Hill] and he was in charge of the corporate transactions on behalf of Nexgram Holdings. In other words, … and Derek Phang were persons connected with the Defendant [NL] and could have authority to act on behalf of the Defendant [NL] as afar as Lau was concerned.’ [52] Derek Phang’s involvement in the SSA and his connection to Nexgram assume significance because Leing and his nominees had testified at the trial that it was Derek Phang who had organized the purported transfer of Lau’s and the late Madam Lim’s shares in SG to Leing’s nominees. Leing further testified that Derek Phang had also arranged for Lau’s and the late Madam Lim’s resignation as directors of SG. [53] There is therefore little doubt that Derek Phang was a representative of Nexgram in the SG and Blue Hill ttransactions. [54] This leads me to the casus belli for this trial – Leing’s attempts to wrest complete control of SG and his filing of the Original Suit 210 and Suit 679. This Court is tasked to determine if Leing had taken these actions for any collateral or ulterior motives and whether in so S/N r4QMtph6akaJV27Zm540Xg doing he was acting alone or in concert with the other Defendants to the Counter Claim. Court’s deliberations Leing’s attempt to control SG [55] The first effort to take control of SG was taken a few days before the trial of Suit 291 which was scheduled to commence on 4.6.2018. It was done surreptitiously. [56] Wasudevan had attempted to make lodgements directly with the CCM (instead of through Lau and or SG) to, inter alia, replace Lau and the late Madam Lim as directors of SG on 31.5.2018. [57] There were in fact 2 other lodgements made, i.e on 28.5.2018 and 3.8.2018 but these were not known to Lau and or SG at all material times. In fact, these lodgements were only revealed when the Bundle of Documents for this trial were filed and served around 10.9.2021 which was 10 days before the trial began.

28.5.2018 Lodgement [58] By way of the 28.5.2018 lodgement, Wasudevan purported to lodge the share transfer form 32A dated 30.11.2016 and stamp duty certificate, with a stamping date of 4.5.2018, for the purported transfer of the late Madam Lim’s 1 share in SG to the late Choo. S/N r4QMtph6akaJV27Zm540Xg [59] Wasudevan had declared on the lodgement form that the aforementioned documents were intended to replace the relevant documents that had gone missing and which the previous directors and company secretary had not filed with CCM at the time.

31.5.2018 Lodgement [60] The lodgement made on 31.5.2018 were brought to the attention of SG and Lau through a letter from SG’s previous company secretary, Tang Choon Keit from WCK Management on 2.7.2018. The same was a reply to CCM’s letter dated 7.6.2018 to SG to reject the 31.5.2018 Lodgement, which was for the purpose of effecting with

the supposed appointment of Wasudevan and Razali as directors of SG effective 30.11.2016;

the resignations of Lau and the late Madam Lim as directors of SG effective 1.12.2016; [61] Attached with the 2.7.2018 letter was a scanned copy of the 7.6.2018 letter from CCM with the following enclosures:

Two CCM lodgment forms bearing the date 31.5.2018, both appearing to have been signed off by Wasudevan and acknowledged as received by CCM. The same declared that previous directors and company secretary of SG did not file the documents with CCM at the time. S/N r4QMtph6akaJV27Zm540Xg

A Form 49 (under the Companies Act, 1965) purportedly dated 1.12.2016, wherein it is stated that Lau and the late Madam Lim had apparently resigned as directors of SG effective 1.12.2016 and that Wasudevan and Razali were appointed with effect from 30.11.2016;

A Form 48A (under the Companies Act, 1965), being the statutory declaration of Razali supposedly dated “30 Nov 2016”. Together with this is a copy of Razali’s NRIC, where there appears to be the date “5/25/2018” at the top left-hand corner of the page;

A Form 48A (under the Companies Act, 1965), being the statutory declaration by Wasudevan also dated “30 Nov 2016” together with a copy of Wasudevan’s IC;

2 letters each dated 1.12.2016, purportedly issued by Lau and the late Madam Lim, each being their respective “resignation” as directors in SG;

A directors’ circular resolution bearing the name of SG and dated 1.12.2016, signed off by Wasudevan and Razali, apparently approving the resignations of Lau and the late Madam Lim as directors of SG; and

Two copies of another directors’ circular resolution bearing the name of SG and dated 30.11.2016, apparently signed off by Lau and the late Madam Lim to approve the appointments of Wasudevan and Razali and the transfer of the shares of the S/N r4QMtph6akaJV27Zm540Xg late Madam Lim to the late Choo. The same also does not contain the signature of the then company secretary, Tang Choon Keit. [62] The 31.5.2018 Lodgement was unsuccessful as the change sought to be made (i.e. to be effective 30.11.2016 and 1.12.2016) would incur a penalty/fine for late lodgement.

3.8.2018 Lodgement [63] By the 3.8.2018 lodgement, Wasudevan purported to lodge share transfer form 32A dated 30.12.2016 and stamp duty certificate, with a stamping date of 27.7.2018, for the purported transfer of Lau’s 1 share in SG to Joseph. [64] Similarly, Wasudevan declared on the form that the lodgement of aforementioned documents was to replace the relevant missing documents and that the previous directors and company secretary had not filed the documents with CCM at the time. The documents lodged by Wasudevan on 28.5.2018, 31.5.2018 and 3.8.2018 shall collectively be referred to as ‘Lodgement Documents’. Purpose of the Lodgement Documents [65] At the point of these lodgements, Leing’s name did not appear at all. However, it is Leing’s testimony that he was the one who had S/N r4QMtph6akaJV27Zm540Xg instructed Wasudevan to cause the lodgements and this was confirmed by Wasudevan in his testimony. [66] Significantly, Wasudevan further testified that:

Leing informed him that it was Derek Phang who asked Leing to do the lodgements;

He did not write/communicate with the company secretary of SG or Lau and cannot explain why he didn’t do so;

He was informed by office of CCM that they would not accept any documents as there are many problems. However, he did not explain what these problems are; and

Lau and or SG had no knowledge of the Lodgement Documents. [67] What is clear is that had the lodgements been successful:

Wasudevan and Razali would have been reflected as the only two directors in SG thereafter (on or around 31 May 2018) which would make both of them having complete control over the management and affairs of SG including the prosecution of SG’s Suit 291 against NL;

Wasudevan and Razali would have been able to appoint new solicitors to replace SG’s then solicitors in Suit 291 before the commencement of the trial on 4.6.2018 and the new solicitors S/N r4QMtph6akaJV27Zm540Xg would of course have to take instructions from them on the directions for the Suit 291;

Further, Wasudevan and Razali would have been able to procure SG to intervene in OS 299. [68] In short, Vasudevan and Razali and or the persons who instructed them would have assumed full and total control of SG at the expense of Lau and the late Madam Lim. I say ‘persons who instructed them’ because it is clear even by Vasudevan’s and Razali’s own testimonies that both of them were never acting in their own rights but were mere nominees, acting only as directed by their masters. [69] Whilst Leing is laying claims to be their principal, as will be seen below, the totality of the evidence actually suggests otherwise. Commencement of Suit 210 [70] After the failed attempts to control SG via the Lodgement Documents, sometime on 24.4.2019, Leing filed the Original Suit 210. [71] The Original Suit 210 was commenced just prior to the hearing of the Suit 291 Appeal fixed on 10.5.2019 [72] Although Leing testified that he instructed his solicitor to commence the Original Suit 210, he did not come across during cross examination as having any personal knowledge or recollection of S/N r4QMtph6akaJV27Zm540Xg the proceedings as would be expected from someone who had initiated a legal action in Court. [73] To fully appreciate the state of Leing’s knowledge of the Original Suit 210, nothing can demonstrate it more powerfully than his own answers to questions asked of him relating to the Original Suit 210: ‘MIF Ok. … Sekarang, berkenaan Guaman 210. Siapa beri arahan kepada peguam? Kamu ke? Konsultan ke? Siapa? LEING Saya. Saya yang beri arahan kepada – Kamu beri arahan. Siapa? Kamu ingat siapa peguam kamu masa itu? Saya sudah tukar banyak lawyer. Berapa kali kamu tukar? Yes. Berapa kali kamu tukar lawyer? Berapa kali saya pun tak ingat. Kamu tak ingat? Few times. I ada tukar berapa lawyer. Ok. Untuk Guaman 210, kamu ingat peguam, nama peguam kamu? Tak ingat. I hanya ingat yang sekarang punya lawyer. Sekarang punya lawyer. Yes. Sebelum ini, lawyer kamu ada jumpa? Ada jumpa, ada jumpa Lelaki ke, perempuan ke? Lelaki, lelaki. Lelaki? Yes. Ok, nama, ingat? S/N r4QMtph6akaJV27Zm540Xg Tak ingat. Betul-betul tak ingat. Tak ingat? Tak ingat. Ok. Sebelum kamu failkan Guaman 210, kamu ada tulis apa-apa surat kepada Lau Tian Kit? Tulis surat kepada Lau Tian Kit? Ya, katakan kamu adalah pemilik benefisiari, Lau Tian Kit telah resign, Lau Tian Kit telah pindahkan saham, ada? Tak ingat lor ini. Tak ingat? Boleh saya tanya kenapa kamu, ok, sebelum kamu failkan Guaman 210, kamu dah buat, dah arahkan Wasudevan untuk buatkan forensic report? Untuk prove that itu ialah betul punya lah. Kalau tak ada, macam mana nak, macam mana nak fail? Kenapa masa tu kamu arahkan dia bulan November, Disember 2018? Exact date, saya tak ingatlah tapi I panggil dia pergi cari forensik, yes. Tapi sebelum kamu mulakan Guaman 210 lah? Ya. Ok jadi kalau kamu tak tanya Lau dia mengaku ke, tak mengaku, kenapa kamu dah buat laporan forensik? Saya, ini mesti kena buat punya mah. Confirm itu signature ialah dia punya. Sebab masa dia – Kalau – Dia pun tak ada dekat... Kalau dia mengaku dia sign, kamu tak perlu risau pasal laporan forensik, betul? Masih kena buat lah. Ini bukan kecil punya benda. Kenapa masih kena buat? Kalau Mr Lau mengaku dia telah sign, semua adalah betul, kamu, kenapa kamu nak dapatkan laporan forensik? S/N r4QMtph6akaJV27Zm540Xg Untuk lebih tepat. Kalau dia mengaku, kamu tak perlu risau, lebih tepat atau tidak tepat, betul? Saya ingat ini kena buat lah yang, yang, sebab masa dia sign, saya pun tak ada dekat sana. So kalau bukan dia yang sign, so I kena mesti kena ambil forensik punya report. Ok. Kamu juga ada arahkan peguam kamu untuk serahkan writ penyataan tuntutan kepada Lau Tian Kit, betul? Ya, ya. Ok. Kamu arahkan ke konsultan? Saya cuma nak tahu. Saya arahkan saya ingat. Awak arahkan? Lawyer yang, lawyer yang beri idea panggil saya kena buat macam ni lah. Biasa semua lawyer yang bagi idea untuk saya macam mana nak buat. Ok. Lawyer mana satu yang bagi idea? I sudah lupa. Sudah lupa? Sudah lupa. Can I, can I at this stage, En Leing, you are here to give evidence in Court. Do you realise that this a very serious responsibility? Yes. Right. Yes, and when you come to Court to give evidence, do you know what this is about, isn’t it? Yes. Right. So you didn’t bother to do some homework to refresh your memory before you come to Court? Is that what you are trying to tell me? Actually – Don’t take this thing lightly. I know, yes, yes, My Lord.’ S/N r4QMtph6akaJV27Zm540Xg [74] Leing’s claims that he could not recollect many of the basic facts pertaining to the Original Suit 210 was unconvincing. Feigning lapses of memory was merely an excuse for his ignorance of the facts. To my mind, Leing’s lackadaisical responses during the aforesaid exchanges betrayed his wanton disregard of his solemn duty to speak ‘the truth and nothing but the truth’ to assist this Court to discover and determine the actual facts of this case. It shows that Leing did not feel it necessary to refresh his memory on the relevant facts of this case before coming to Court to give his testimony. It seems all too convenient for him to simply feign ignorance or claim to have completely forgotten the facts and or events in answering the various questions posed by learned counsel for Lau and SG during Leing’s cross examination. [75] It is simply incredulous that Leing did not know or could not remember the name of his own solicitors whom he had instructed to commence the Original Suit 210 against Lau since Leing would have spent some time with his solicitors prior to the filing of the Original Suit 210 to provide them with the relevant information and documents to enable his solicitors to prepare the necessary cause papers. After all, Leing himself had expressed the view that his claim against Lau was ‘not a small matter’. [76] Further, Leing appeared to be completely ignorant as to whether a letter of demand was ever issued to Lau on the purported transfer of his shares and Lau’s purported resignation as director of SG prior to the filing of the Original Suit 210. All that Leing could do to hide his ignorance was to feign that he could not remember. S/N r4QMtph6akaJV27Zm540Xg [77] Leing was also unable to provide any satisfactory explanation as to why he had purportedly instructed Vasudevan to secure a forensic report on the authenticity of Lau’s signature on the transfer form when Lau had not even been made aware of his claim let alone disputed his signature. It is odd, to say the least, that Leing did not see it fit to write to Lau on his intended transfer of the SG shares to his nominees prior to filing the Original Suit 210. It is curious indeed that Leing had proceeded to procure a forensic report even when Lau had not indicated his challenge to the authenticity of his signature on the transfer form. Leing’s aforesaid actions seem to suggest that Leing was bracing himself to a claim that the transfer was not all together kosher. [78] It begger beliefs that Leing, if he was indeed the beneficial owner of the SG shares since December 2016, would have sat still and did nothing when SG commenced its action in Suit 291 in July 2017 against NL for the payment of the RM 12.5 million under the SSA when it was NL’s defence in the suit that Infosonic had already paid the said sum to SG. After all, Leing himself claimed that he was the beneficial owner of Infosonic. It is simply unbelievable that Leing was not aware of Suit 291 at that time given his purported ‘purchase’ of the SG shares. It does not make any sense that after he had purchased the SG shares, obtained the duly executed transfer forms and resignation letters as directors by Lau and the late Madam Lim, that Leing did not ensure that his nominee directors are appointed to the board of SG shortly thereafter and only attempted to do so in 2018. The excuse that his company secretary did not had the opportunity to do so sounds too hollow and in fact unsupported by any oral and or documentary evidence. S/N r4QMtph6akaJV27Zm540Xg [79] Another strange feature of the Original Suit 210 relates to the time and place when Lau was served with the cause papers. Despite filing the Original Suit 210 on 24.4.2019, the Writ was only served on Lau on 8.5.2019 which was 2 days before the Suit 291 Appeal was scheduled to be heard. The service on 8.5.2019 on Lau was made at the Kuala Lumpur High Court NCC 4 at Level 5 where Lau was attending a trial as a witness in relation to a suit filed at the Kuala Lumpur High Court vide Suit No.: WA-22NCC-440-10/2019 (‘Suit 440’) at the material time. [80] Suit 440 was an action commenced by NL and NHB against Lau for an alleged oppressive action where Nexgram claimed that Lau’s conduct in refusing to provide Blue Hill’s account to Nexgram was oppressive. The suit was eventually dismissed. [81] According to Leing, it was his solicitors’ idea to serve the Writ for Original Suit 210 on Lau when he was scheduled to attend Court for the Suit 440. No explanation was given as to how his solicitors knew that Lau would be present at Court NCC 4 on that day to testify in the said Suit 440. The aforesaid is despite the fact that Leing had testified that he did not know any one from Nexgram until sometime in 2020. [82] Even more astounding is the story that Leing had put forth in respect of his purchase of the SG shares. According to his witness statement, some time in 2016, he was keen to purchase the SG shares because through SG, he would have the opportunity to purchase the shares in Blue Hill as Blue Hill had secured at that time a contract worth approximately RM 68 million. He said that he S/N r4QMtph6akaJV27Zm540Xg intended to use SG as a ‘shelf company’ to purchase Blue Hill shares. Based on the aforesaid, Leing stated that Lau had agreed to sell the shares in SG to him and had agreed to resign as a director of SG. Yet, this testimony is inconsistent with the fact that by April 2016, SG had already executed the SSA with NL to sell its Blue Hill shares! [83] Significantly, Leing testified that he had obtained Derek Phang’s services as his consultant to procure Joseph and the late Choo as his nominees to hold the SG shares for him. He also procured through Derek Phang, Vasudevan and Razali to be his nominee directors in SG. [84] According to Leing, both Lau and the late Madam Lim had executed the relevant share transfer forms to transfer their respective 1 share in SG to Joseph and the late Choo on 30.12.2016 and 30.11.2016 respectively for a consideration of RM 1.00 each. In this regard, it simply makes no commercial sense for both Lau and the late Madam Lim to agree for their respective shares in SG to be transferred for a mere RM 1.00 as consideration given the fact that these Blue Hill shares have obviously substantial value. More so when the SSA had been executed and SG was expecting the payment of RM 12.5 million as consideration. [85] In his witness statement, Leing also stated that he was the beneficial owner of Infosonic. Infosonic had ‘entered into a letter of award’ for the sale of steel iron in respect of a project in Cyberjaya to Nexgram. According to Leing, the project was terminated in 2016. Thereafter S/N r4QMtph6akaJV27Zm540Xg Leing made the following statements which are wholly unsubstantiated by any documents:

Consequent upon the termination of the letter of award, Infosonic paid to SG the sum of RM 12.5 million for the purchase of the Blue Hill shares by NL;

The sum of RM 12.5 million was paid by Infosonic and acknowledged receipt by SG in April 2016;

Notwithstanding the aforesaid, SG had claimed against NL in 2017 for the payment of RM 12.5 million;

Based on a search conducted with SSM as at 31.7.2018, Leing was informed by NHB that the shares in SG were still held by Lau and the late Madam Lim;

That upon learning of the aforesaid, Leing contacted SG’s company secretary and was told that the SG shares could not be transferred to him because Lau had appointed a new company secretary;

This led to Leing getting his consultant to instruct Vasudevan and Razali to make the 31.5.2018 Lodgement. [86] Leing’s aforesaid statements are bizzare and during cross examination, he gave many contradictory statements. More specifically, Leing’s answers to questions put to him were as follows: S/N r4QMtph6akaJV27Zm540Xg ‘MIF Tak ada, ya. Ok. Rujuk... ok. Rujuk Soalan Jawapan 2 penyata saksi kamu. Kamu kata kamu berminat untuk membeli saham Spacious Glory sebab lepas kamu beli saham Spacious Glory, kamu boleh membeli, beli saham Blue Hill. Ok. Jadi kamu kata hanya lepas kamu beli saham Spacious Glory, baru kamu beli saham Blue Hill. Betul? Yes. Betul? Dan masa itu, siapa yang jumpa Lau Tian Kit untuk membeli saham Blue Hill? I sudah lupa siapa yang jumpa dia. Saya punya helper. Saya punya assistant. You punya helper siapa? Masa itu? Bukan Phang? Tolong yang saya. Phang pun ada dekat sana. Phang pun ada. Phang ialah konsultan. Tapi I punya assistant pun ada dekat sana. Siapa you punya assistant? Masa itu, saya punya assistant siapa? Thiru maybe. Thiru? Nama penuh? Nama Thiru saya sudah lupa dia punya nama penuh.’ Thiru? Ya. Thiru bekerja dekat mana? Dulu dia kerja dengan sayalah. Dia ikut saya saja. Ok. Jadi semua pengaturan untuk berjumpa dengan kamu kata Lau Tian Kit semua adalah dilakukan oleh Thiru atau Phang? Phang. Phang? Yes. S/N r4QMtph6akaJV27Zm540Xg Jadi berapa saham Blue Hill yang kamu ingin beli masa itu? Sorry? Berapa saham Blue Hill yang kamu ingin beli masa itu? Actually, I bukan nak beli saham Blue Hill. Ini ialah, I yang sepatutnya I kena beli balik itu Spacious Glory punya saham. Kamu kata dalam penyata saksi, kamu ingin beli saham Blue Hill. Ini untuk – Mana satu? Ini untuk vehicle trading saja ini. Bukan. Ya. Untuk – Kamu kata kamu ingin membeli saham Blue Hill. So kamu ingin beli saham Blue Hill atau tidak? Dia dalam satu transaction. Yes. Betul. Tadi kamu kata kamu tak nak beli saham Blue Hill. Mana satu sekarang? Bukan. Bukan tak nak beli saham Blue Hill. I tadi yang saya cakap ialah ini untuk satu transaction between Blue Hill dengan Spacious Glory. Blue Hill dengan Spacious Glory. Yes. So kamu ada minat untuk beli saham Blue Hill atau tidak? I tidak ada minat untuk beli saham Blue Hill. Tak ada minat. Ok. Yes.’ [87] It is beyond beliefs that Leing could not even remember the name of his ‘assistant’ whom Leing claimed had purportedly met with Lau on his behalf to purchase the SG shares. Further, Leing contradicted S/N r4QMtph6akaJV27Zm540Xg his own witness statement when he said during cross examination that he was not really keen to purchase Blue Hill shares but was only supposed to ‘buy back’ SG shares. No explanation was given as to how or why he was to ‘buy back’ the SG shares. [88] In fact, Leing’s account on his dealings with Lau is illogical and defies comprehension. He mentioned that he had intended to use SG as a shelf company to purchase Blue Hill shares, yet it is undisputed that the Blue Hill shares were transferred to SG by Lau and the late Madam Lim only for the purpose of selling the Blue Hill shares to NL via SG. In fact, by the time Lau and the late Madam Lim were supposed to have executed their respective transfer forms for the SG shares to Leing in November and December 2016, the Blue Hill shares were already registered in SG and the SSA had been executed. [89] What is equally striking is the fact that according to Leing, he had never met Lau and had purportedly left the entire discussion on the ‘buying back’ of the SG shares to Derek Phang. He purportedly left the appointment of his nominees to Derek Phang as well. Leing had no idea who had prepared the transfer forms and the letters of resignation. He appeared not to know that the SG shares that he had purportedly purchased from Lau and the late Madam Lim were never transferred to his nominees in end 2016 or early 2017 and he gave no explanation as to why he did not enquire or follow up on the same. There is no denying that there were no board resolutions confirming the sale of the SG shares and or the resignation and or appointment of new directors to the SG board of directors. S/N r4QMtph6akaJV27Zm540Xg [90] The non-existence of such resolutions was confirmed by the previous company secretary of SG, Tang Choon Kit vide his letter dated 2.7.2018 to the CCM where he confirmed that:

The final entry into the minute book for directors’ circular resolution was dated 22.4.2016 relating to opening of CIMB Bank Bhd current account;

The final entry in the minute book of shareholders meeting was for an EGM dated 14.4.2016 in relation to disposal of SG’s shares in Blue Hill to NL under the SSA;

He was not informed verbally or in writing and unaware of the appointment of Wasudevan and Razali as directors on 31.11.2016 and resignation of Lau and the late Madam Lim on 1.12.2016; and

He did not receive the documents lodged with CCM. [91] The fact that the lodgements were done by Wasudevan directly with CCM on those 3 occasions as opposed to going through the company secretary of SG supports the claim of fraud and conspiracy sought to be committed against Lau and SG. [92] The attempt to install Wasudevan and Razali as directors in SG via the 31.5.2018 Lodgement, was a fraudulent conduct and a coordinated attack on SG and Lau with the the purpose of taking over control and ownership of SG but also with a view of interfering with Suit 291 and OS 299. S/N r4QMtph6akaJV27Zm540Xg [93] Suffice it to say that Leing’s entire testimony in Court, instead of establishing that he was a genuine purchaser of the SG shares from Lau and the late Madam Lim, had the contrary effect of convincing this Court that he was nothing more than a mere front for the real mastermind of the entire transactions between Lau and the late Madam Lim on the one hand and NL on the other in relation to the Blue Hill shares. [94] It is the judgment of this Court that Leing was in fact never involved in any sale and purchase of the SG shares from Lau and the late Madam Lim at any time at all, contrary to Leing’s assertion. All the transfer forms and letters of resignation that were procured from Lau and the late Madam Lim were in fact procured for the transaction between SG and NL for the SSA. Derek Phang and or Chee Hou who were both representatives of Nexgram were instrumental in procuring these transfer forms and resignation letters. They should have been in Court to give evidence in relation to these documents. No reasons were given for their absence. [95] There is in fact no evidence at all that Leing was involved in the shares of SG and or Blue Hill until sometime in April 2019 when he filed the Original Suit 210 claiming for the first time that he was the beneficial owner of the SG shares registered in the names of Lau and the late Madam Lim. In doing so, Leing was merely lending his name to sue and had no direct control over the litigation at all which was driven by someone related to the Suit 291 at the material time. This was the reason why Leing had no clue as to the proceedings in the Original Suit 210 including the name of his purported solicitors. In fact, Leing also does not know anything of the S/N r4QMtph6akaJV27Zm540Xg transaction which had led Lau and the late Madam Lim to sign the transfer forms in blank for their SG shares. [96] Neither Joseph nor the late Choo has come forward to give evidence to confirm that either of them is holding the SG shares in trust for Leing. In fact, the estate of the late Choo has expressly denied any knowledge of such arrangement. Interestingly, Leing also claimed that he is the beneficial owner of Infosonic but he also has no evidence at all to support such a claim. He could not even provide the names of his nominees in Infosonic. There is no absolutely no difference between Leing’s testimony and the testimony of any stranger coming to Court spinning the same story that Leing has now giving to this Court. In short, I find Leing to be wholly without any credibility. [97] Accordingly, it is plain to me that the Original Suit 210 was filed by Leing entirely for an ulterior and illegitimate purpose as Leing must have known that he was never the beneficial owner of the SG Shares. This explains why a forensic report was obtained even prior to the Original Suit 210 was filed as Leing knew that the transfer forms that were in fact signed by Lau and the late Madam Lim were intended to be used for a different purpose. [98] In other words, it is my judgment that Leing would not have commenced the Original Suit 210 at all but for his ulterior purpose of unlawfully wresting control of SG from Lau and to assist Nexgram to thwart the progress of the Suit 291 Appeal. The fact that the Original Suit 210 was filed for a different and illegtimate purpose S/N r4QMtph6akaJV27Zm540Xg constituting an abuse of process can be gleaned from the events subsequent to its filing in Court which I shall now elaborate. Leing’s Intervener in Suit 291 Appeal [99] Upon commencement of the Original Suit 210, Leing, on 9.5.2018, filed a motion to intervene in Suit 291 Appeal predicating his application on his claim of beneficial ownership of SG in the Original Suit 210 (‘Leing Motion’). The timing of the Leing Motion is relevant as it was filed a day before the hearing of Suit 291 Appeal. [100] In his affidavit in support of the Leing Motion, Leing averred, inter alia, that:

Lau and the late Madam Lim had transferred their shares in SG to Joseph and the late Choo who are his nominees;

Lau and the late Madam Lim no longer holds any shares in SG and that he has a legal and beneficial interest in SG and has commenced the Original Suit 210;

Any decision made by the Court of Appeal will affect him through his nominees and therefore he ought to be given leave to intervene;

The intervener application ought to be granted to ensure a fair disposal of the appeal by taking into account the evidence adduced by all parties who have rights and interest towards SG; and S/N r4QMtph6akaJV27Zm540Xg

His rights and interest as the shareholder of SG through his nominees will be affected. [101] Leing further exhibited the share transfer forms dated 30.12.2016 being Lau’s purported transfer of his shares to Joseph and another dated 30.11.2016 being the late Madam Lim’s purported transfer of her shares to the late Choo. [102] It is Lau’s testimony that the first time he saw the impugned transfer forms was when Leing Motion was filed and the same were exhibited therein. Lau’s contention can be supported from the fact that: -

there is no evidence of the share transfer forms ever surfacing prior to Leing Motion; and

the lodgements on 28.5.2018 and 3.8.2018 for the transfer of shares were never disclosed by Wasudevan and Razali in OS 457 and/or in Suit 28 (I will discuss these actions later); [103] It must also be highlighted that in Leing Motion, he did not disclose the lodgements made by Wasudevan on those 3 occasions i.e. on 28.5.2018, 31.5.2018 and 3.8.2018. [104] One is left to wonder the real purpose for Leing Motion. It is plain that because of the Leing Motion, the Suit 291 Appeal was adjourned. It would have been in SG’s interest for the Suit 291 Appeal to proceed as SG would only be paid the Suit 291 Judgment sum held by Nexgram’s solicitors as stakeholder until the disposal S/N r4QMtph6akaJV27Zm540Xg of the Suit 291 Appeal due to the Stay Order. As mentioned above, Leing was purportedly the beneficial owner of the SG shares even before Suit 291 had commenced. He did not deem it fit to appear when Suit 291 was proceeding. All this merely fortify my view that Leing was only ‘asked’ to appear in 2019. NL’s Delay Tactics and Support of Leing Motion [105] As a result of the filing of Leing Motion, the hearing of Suit 291 Appeal was adjourned to 15.7.2019 and the hearing of Leing Motion was fixed on the same date. [106] Further, just a few days before the hearings, NL instructed its solicitors to write to the Court of Appeal on 11.7.2019 to adjourn the hearing of Leing Motion citing that NL would like to reply to the said motion. The request to adjourn the hearing of the said motion was acceded to by the Court of Appeal on 12.7.2019. [107] On 22.7.2019, NL filed a 2 page affidavit affirmed by Mazru to support Leing Motion. Mazru in his affidavit averred that Lau had no authority to commence Suit 291 and therefore Leing Motion ought to be allowed. Interestingly, Leing had not stated in his affidavit or in the Original Suit 210 that Suit 291 was unauthorized. [108] In relation to NL’s support of Leing Motion, Mazru testified as follows before this Court in this action:

He is aware that there was a need for a board resolution to accept the resignation of a director and for a share transfer. S/N r4QMtph6akaJV27Zm540Xg He confirmed that there was no such board resolution approving Lau’s and the late Madam Lim’s resignations as directors and appointing Vasudevan and Razali as directors in their stead. Neither was there any resolution approving the transfer of Lau’s and the late Madam Lim’s respective shares in SG to Joseph and the late Choo;

At the time when Mazru affirmed his affidavit on 22.7.2019, even though Lau and SG had filed their Counter Claim in the Original Suit 210 which had been served on Nexgram in June 2019, nevertheless, Nexgram did not enter their appearance to the proceeding but chose instead to file their reply affidavit for Leing Motion. Nexgram only filed the appearance in

He surprisingly testified that it was normal for Lau and the late Madam Lim to transfer their ownership of the SG shares for a mere RM 1.00 to a third party when they were about to receive RM 12.5 million at the time. [109] To my mind, what is even more telling is the fact that Nexgram had expressed no surprise at all to Leing’s claim that he is the true legal and beneficial owner of the SG shares. This is despite the fact that Negram had been instrumental in the structuring of the sale of the Blue Hill shares owned by Lau and the late Madam Lim through SG as the SPV. Furthermore, according to Leing, his purchase of the SG shares from Lau and the late Madam Lim in late 2016 was procured through Derek Phang and or Chee Hou who were at all times representatives of Nexgram. Yet, it is strange indeed that no S/N r4QMtph6akaJV27Zm540Xg mention of such a sale was raised by Nexgram when the Suit 291 was filed by Lau and SG to claim for the RM 12.5 million purchase consideration. [110] The aforesaid leads this Court to believe that Leing’s involvement in 2019 was in fact orchestrated to take control of SG and to frustrate the proceedings in the Suit 291 Appeal and also Lau’s claims in the present Counter Claim. [111] On 25.9.2019, Leing Motion was dismissed by the Court of Appeal as it bears no relevance in Suit 291 Appeal. The hearing of Suit 291 Appeal was fixed on 9.10.2019 thereafter. NL Stay Motion No.1 [112] Despite the Court of Appeal dismissing Leing Motion on the basis that Original Suit 210 had no bearing to the Suit 291 Appeal, NL had on 7.10.2019 filed a motion to stay Suit 291 Appeal (‘NL Stay Motion No. 1’). [113] NL Stay Motion No.1 was filed premised on NL’s contention that Leing’s Original Suit 210 if successful would result in the Suit 291 being declared as null and void as the same would have been commenced without the proper authority. Essentially the reasons are similar to NL’s reason to support Leing Motion and this was confirmed by Mazru. [114] On 8.10.2019, Lau affirmed an affidavit for and on behalf of SG to oppose NL Stay Motion No. 1. Again, in reliance of Leing’s Original S/N r4QMtph6akaJV27Zm540Xg Suit 210, NL asserted that Lau did not have the power to affirm the affidavit for SG although no decision had been made in respect of Leing’s Original Suit 210 as yet. [115] NL Stay Motion No. 1 was fixed for hearing on 16.12.2019 together with the Suit 291 Appeal. However, before the same was heard, this Court had on 28.11.2019 struck out the Original Suit 210 on the ground that Leing had no locus standi to claim the shares of SG when Joseph and the late Choo are not made parties to the suit. [116] Premised on the same, the solicitors for NL wrote to the Court of Appeal on 29.11.2019 to withdraw NL Stay Motion No. 1. [117] Based on the aforesaid, it is abundantly clear that the Original Suit 210 was filed to make a collateral attack on Suit 291 and to interfere with the hearing of the Suit 291 Appeal. In fact, the attack did not rest with the striking out of the Original Suit 210. Suit 679 and Nexgram’s Motion to Stay No.2 [118] After the original action in the Original Suit 210 was struck out on 28.11.2019 and just prior to the hearing of the Suit 291 Appeal fixed on 16.12.2019, on 6.12.2019 Leing, Joseph and the late Choo filed at the Kuala Lumpur High Court vide Suit No WA-22NCC-679- 12/2019 (‘Suit 679’) claiming similar reliefs as in the Original Suit 210. [119] What is surprising and also alarming is the fact that Suit 679 was never served on Lau first. Instead Leing, Joseph and the late Choo S/N r4QMtph6akaJV27Zm540Xg deliberately provided the unsealed copy of Suit 679 to NL on 6.12.2019 upon filing and the sealed copy was given to NL on 9.12.2019. [120] On 11.12.2019, NL filed a 2nd Motion to Stay the hearing of Suit 291 Appeal (‘NL Stay Motion No. 2’) citing that Leing together with Joseph and the late Mr Choo have filed Suit 679 with similar reliefs sought for in the Original Suit 210. Therefore, NL alleged that Suit 291 Appeal ought to be stayed pending the disposal of Suit 679 i.e similar grounds in the NL Stay Motion No. 1. The fact that Suit 679 was given to NL can be seen in the affidavit in support of NL Stay Motion No.2. [121] It seems obvious from the above that Leing had moved in tandem with NL to adjourn the hearing of Suit 291 Appeal which was fixed on 16.12.2019 at the material time vide NL Stay Motion No.2. If there was any doubt that Leing and Nexgram were not working together, this puts the uncertainty to rest. [122] On 13.12.2019, SG filed its reply to the NL Stay Motion No.2. On 16.12.2019, NL orally sought for adjournment to reply to the affidavit. Their Stay Motion No.2 was then fixed for hearing on 17.1.2020 and was dismissed on the same day. [123] In fact, it would appear that Leing, Joseph and the late Choo had no intention to serve Suit 679 on Lau and was quite contented with just providing a copy of the cause papers to NL only even though NL is not named as a party to the suit. Suit 679 was eventually served only on 13.2.2020, some 2 months later, when Lau’s solicitors S/N r4QMtph6akaJV27Zm540Xg attended before the Court for Case Management and sought the Court to direct the Plaintiffs in Suit 679 to effect service of the Suit 679 on Lau’s solicitors. [124] The fact that it had required a direction to be issued by the Court for Leing to serve the cause papers for Suit 679 on Lau’s solicitors amply shows that the Suit 579 was not pursued for its own cause but was filed for an ulterior motive altogether. Parties to the abuse of court process and conspiracy [125] I have alluded to the fact that Leing was unlikely to have acted alone when he filed the Original Suit 210 and subsequently Suit 679. To my mind the preponderance of the evidence before this Court amply supports the Plaintiffs’ contention that the entire Original Suit 210 and Suit 679 were in fact arranged and coordinated, organized and masterminded by Nexgram. In facrt, there are grounds to conclude the existence of a scheme to deprive Lau and the late Madam Lim of the purchase consideration of RM 12.5 million under the SSA with NL and subsequently to wrest control of SG from them to frustrate SG’s prosecution of its claims after the Suit 291 Judgment. More specifically:

It started with Nexgram (through Derek Phang) insisting that an SPV be utilized for the purpose of the SSA. In this regard, it was Nexgram (through Chee How) who had introduced SG to Lau and the late Madam Lim as the SPV; S/N r4QMtph6akaJV27Zm540Xg

All the arrangements for the transfer of SG shares to Lau and the late Madam Lim and the the subsequent transfer of Lau’s and the late Madam Lim’s Blue Hill shares to SG were made by Chee How, the representatives of Nexgram;

Towards the aforesaid end, Lau and the late Madam Lim were instructed to sign blank share transfer forms which were given to Chee How;

Leing testified that he was the beneficial owner of Infosonic and that Infosonic purportedly owed Nexgram a sum of in excess of RM 12.5 million. He had no documents in support of the same. He then proceeded to testify that Infosonic had by an ‘accounting transaction’ deemed to have made the payment of RM 12.5 million to SG purportedly as payment for the 770,000 Blue Hill shares under the SSA.This was in fact one of the defences raised in Suit 291 by NL.The aforesaid strongly suggests that both Leing and Nexgram were working hand in gloves in a scheme to deprive SG and by extension, Lau and the late Madam Lim from receiving the consideration for their Blue Hill shares;

Thus, contrary to his testimony that he had no dealings with any individuals from Nexgram until sometime in 2020, it is clear from the evidence that Leing was already involved with Nexgram in relation to the SSA sometime in 2016. After all, Leing himself testified that he wanted to purchase SG in 2016 in order to use SG to purchase the Blue Hill shares. He also confirmed the ‘accounting trasaction’ between Infosonic and S/N r4QMtph6akaJV27Zm540Xg SG resulting in the said sum of RM 12.5 million being treated as ‘paid’ under the SSA;

Further, Leing testified that he had procured the SG shares through Derek Phang and the share transfer forms signed by Lau and the late Madam Lim were obtained from Chee How. Both Derek Phang and Chee How were representatives of Nexgram. Neither of them testified in Court. This is notwithstanding Leing’s testimony that Derek Phang was the one who had arranged for the appointment of his nominees and the preparation of the Lodgement Documents.The Lodgement Documents were given by Derek Phang to Leing’s nominees at a restaurant in Kuala Lumpur to be executed and subsequently lodged with CCM;

Moreover, after Leing had filed Suit 679, the cause papers were never served on Lau first. Instead, Leing deliberately provided the unsealed copy of the Writ to NL on 6.12.2019 upon filing and the sealed copy was given on 9.12.2019. This again points towards Leing and Nexgram acting in concert to use Suit 679 for the purpose of thwarting the Suit 291 Appeal;

In fact, the timing of the lodgements in May 2018 by Wasudevan in a matter of days before the commencement of the trial for Suit 291 can only be with the intention of taking over SG to interfere with the prosecution of Suit 291. [126] As regards Mazru, it is not disputed that Mazru is a prominent figure in the NHB group of companies. Mazru is the sole director of NL and S/N r4QMtph6akaJV27Zm540Xg the executive director of NHB since January 2016. He is also the Financial Controller and the CFO of NHB since July 2015. [127] Mazru had also has admitted to being the controlling mind and will of NL and NHB and was in charge of all of the legal affairs of Nexgram. [128] In addition, Mazru has appeared as a witness for Nexgram in Suit 291, Suit 440 and the PGA Suit and is the deponent for Nexgram in all the litigation proceedings involving Nexgram and Lau and or SG. [129] Mazru had, inter alia:

Testified in OS 299 that he desired for Blue Hill to be wound up:

Testified in Suit 291 that Nexgram did not have the financial means to honour the SSA at the time of entering it, and that Mazru was aware of this;

Testified in Suit 291 that Infosonic did make payment of RM12.5 million to SG despite not have any documents to support this contention. This has turned out to be untrue given Leing’s subsequent affirmation that it was merely for accounting purposes and no actual payment was in fact made;

Caused NL to support Leing Motion and to file NL Stay Motion No.1 and NL Stay Motion No.2; S/N r4QMtph6akaJV27Zm540Xg

Instructed his solicitor to communicate with Leing’s solicitor to obtain Suit 679 and to use the same for the purpose of NL

Testified that he was the one who communicated with Leing in respect of SG’s claim for the RM 12.5 million. [130] There are also many instances suggesting that Mazru, NL, NLB and Leing were all working hand in glove in the conspiracy to injure Lau and SG. More specifically:

The transfer forms relied upon by Leing to support his claim were handed to him by Derek Phang who was a representative of Nexgram. Derek Phang also procured Vasudevan, Razali, Joseph and the late Choo as nominees for Leing;

The documents that were provided to the forensic expert as specimen signatures included many documents that were in the possession of Nexgram. Leing on his own could not have possession of these documents;

Leing’s filings of the Original Suit 210 and the subsequent Suit 679 were clearly for the purpose of enabling NL to make the necessary applications to adjourn the Suit 291 Appeal and to wrest control of SG from Lau. Had the attempt succeeded, Nexgram would have full control of SG in relation to the prosecution of the Suit 291 Appeal. S/N r4QMtph6akaJV27Zm540Xg

Mazru’s and Leing’s testimonies were corroborative of each other insofar as the purported payment by Infosonic to SG. This is notwithstanding the fact no actual payment was actually paid to SG;

Leing had provided copies of the cause papers for Suit 679 to Nexgram even before serving the same on Lau. [131] Accordingly, it is my judgment that Mazru, NL, NHB and Leing were all parties who were clearly acting in concert and were privies to an agreement to use by unlawful means through the Lodgment Documents and the institution of the Original Suit 210 and Suit 679 to cause injury to Lau and SG. [132] In Goldsmith v. Sperrings Ltd. And Others [1977] 1 WLR 478, Lore Denning MR held that the abuse of the legal process can gives rise to an action in tort. This was what he said: “In a civilised society, legal process is the machinery for keeping and doing justice. It can be used properly or it can be abused. It is used properly when it is invoked for the vindication of men's rights or the enforcement of just claims. It is abused when it is diverted from its true course so as to serve extortion or oppression: or to exert pressure so as to achieve an improper end. When it is so abused, it is a tort, a wrong known to the law. The judges can and will intervene to stop it. They will stay the legal process, if they can, before any harm is done. If they cannot stop it in time, and harm is done, they will give damages against the wrongdoer. S/N r4QMtph6akaJV27Zm540Xg At other times the abuse can only be shown by extrinsic evidence that the legal process is being used for an improper purpose. On the face of it, in any particular case, the legal process may appear to be entirely proper and correct. What may make it wrongful is the purpose for which it is used. If it is done in order to exert pressure so as to achieve an end which is improper in itself, then it is a wrong known to the law. This appears distinctly from the case which founded this tort.” [133] Further, the authorities in Malaysia suggest that the range of fraud is infinite and therefore it is impossible to lay down a complete and comprehensive definition of fraud. However, it is a question of fact and would depend on the factual circumstances of each given case. In this regard, the passage of Raja Azlan Shah CJ in PJTV Denson

(M) Sdn Bhd & Ors v Roxy (Malaysia) Sdn Bhd [1980] 2 MLJ 136 at 138 is instructive: ‘Whether fraud exists is a question of fact, to be decided upon the circumstances of each particular case. Decided cases are only illustrative of fraud. Fraud must mean "actual fraud, i.e. dishonesty of some sort" for which the registered proprietor is a party or privy. "Fraud is the same in all courts, but such expressions as 'constructive fraud' are … inaccurate;" but "'fraud' … implies a wilful act, on the part of one, whereby another is sought to be deprived, by unjustifiable means, of what he is entitled." ( per Romilly M.R. in Green v Nixon (1857) 23 Beav 530 535 53 ER 208). Thus in Waimiha Sawmilling Co Ltd v Waione Timber Co Ltd [1926] AC 101 & 106 it was said that "if the designed object of a transfer be to cheat a man of a known existing right, that is fraudulent…"’ S/N r4QMtph6akaJV27Zm540Xg [134] In Hock Hua Bank (Sabah) Bhd v Lam Tat Ming & Ors [1995] 4 MLJ 328 at 352, it was held by Ian Chin J as follows: ‘Since all the authorities which I have set out were cited by the parties without any demurer, I will take it that they set out the law that is applicable to Malaysia. To sum up, fraud implies some base conduct and moral turpitude and a person is taken to have acted fraudulently or with intent to defraud if he acts with the intention that some person be deceived and by means of such deception that either an advantage should accrue to him or injury, loss or detriment should befall some other person. That is what is known as 'fraud' or 'fraudulently'. Now to the issue of the standard of proof for fraud, which is another area of contention.’ [135] In relation to the standard of proof for civil fraud, the Federal Court in the case of Sinnaiyah & Sons Sdn Bhd v Damai Setia Sdn Bhd [2015] 5 MLJ 1 at 17 & 18 held that the standard of proof is on a balance of probabilities: [49] With respect, we are inclined to agree with learned counsel for the plaintiff that the correct principle to apply is as explained in In re B (Children). It is this: that at law there are only two standards of proof, namely, beyond reasonable doubt for criminal cases while it is on the balance of probabilities for civil cases. As such even if fraud is the subject in a civil claim the standard of proof is on the balance of probabilities. There is no third standard. And ‘(N)either the seriousness of the allegation nor the seriousness of the consequences should make any difference to the standard of proof to be applied in determining the facts’. [50] Hence, it is therefore up to the presiding judge, after hearing and considering the evidence adduced as being done in any other S/N r4QMtph6akaJV27Zm540Xg civil claim to find whether the standard of proof has been attained. ‘The inherent probabilities are simply something to be taken into account, where relevant, in deciding where the truth lies’. The criminal aspect of the allegation of fraud and the standard of proof required thereof should be irrelevant in the deliberation. [52] We therefore reiterate that we agree and accept the rationale in In re B (Children) that in a civil claim even when fraud is alleged the civil standard of proof, that is, on the balance of probabilities, should apply. And perhaps it is not out of place here to restate the general rule at common law that, ‘in the absence of a statutory provision to the contrary, proof in civil proceedings of facts amounting to the commission of a crime need only be on a balance of probabilities’ (see Boonsom Boonyanit v Adorna Properties Sdn Bhd [1997] 2 MLJ 62, at p 74).’ [136] In the light of the aforesaid authorities, it seems to me that the filings of the Original Suit 210, the Leing Motion, the NL Stay Motion No. 1, Suit 679 and NL Stay Motion No. 2 were all filed in abuse of the Court process. All the parties that were involved, namely, Leing, NL, NHB and Mazru knew that the claim that Lau and the late Madam Lim had transferred their respective SG shares to Leing was a fraudulent claim. The Original Suit 210 and the subsequent Suit 679 were never filed to vindicate and or enforce any just claims at all. The various Motions filed before the Court of Appeal were intended to support the attempts to defraud Lau and SG and to delay the due and prompt disposal Suit 291 Appeal. [137] Accordingly, it is my judgment that Lau and SG have established on a balance of probabilities their Counter Claim based on the tort of abuse of process and or interference of judicial process. S/N r4QMtph6akaJV27Zm540Xg [138] As regards the claim of conspiracy to injure by unlawful means, the essential ingredients are set out in the Court of Appeal case of Yeohata Machineries Sdn Bhd & Anor v Coil Master Sdn Bhd & Ors [2015] 6 MLJ 810 at pages 820 to 821 and Renault SA v Inokom Corp Sdn Bhd & Anor and other appeals [2010] 5 MLJ 394 at pages 406 to 407 whereby the following elements must be established:

a combination or agreement between two or more individuals;

an intent to injure;

(c)

resulting in loss and damage to the plaintiffs. Combination or Agreement between the Defendants [139] In respect to the element of agreement, it is settled law that the same need not be proven by direct evidence but can be inferred by circumstantial evidence. In MGG Pillai v Tan Sri Dato Vincent Tan Chee Yioun & Other Appeals [1995] 2 MLJ 493 at page 515, it was held: ‘Conspiracy is a tort that is not always capable of proof by direct evidence. Like so many other facts, an agreement to do an unlawful act or a lawful act by unlawful means may be established by evidence of circumstances from which such an agreement may be inferred: Barindra Kumar Ghose & Ors v The Emperor(1909) 14 CWN 1114. It is axiomatic that there must be proof and not mere conjecture. In the present case there was sufficient evidence from which a conspiracy could be properly S/N r4QMtph6akaJV27Zm540Xg inferred. The learned judge was therefore right in drawing the inferences he did.’ [140] In Tekital Sdn Bhd v Sarina bt Kamaludin & Ors [2012] 8 MLJ 734 at page 765, it was held that an agreement to injure can be found by assessing the overt acts of the defendants: ‘In other words the circumstantial evidence, as I have outlined it in full above, is overwhelming. It is sufficient to enable this court to infer that these defendants acted together and in concert in the transfer of the subject assets of API to the other entities which they too controlled. For these defendants to act together and in concert it is necessary that their concerted unlawful actions were taken pursuant to an agreement made between them. It would be futile to search for an express admission of the subsistence of any such 'agreement'. Indeed co-conspirators are hardly likely to leave behind a documentary trail to enable the detection of such agreement. If indeed such express evidence was required then it would not be possible to prove the occurrence of such a tort. The reality is that the court must look to the evidence of their overt acts and the net result of their concomitant actions over the requisite period of time to ascertain whether such an agreement existed or did not. It is my finding that such an agreement did in fact subsist. It is to be inferred from the chronology of events which disclose that the assets of API were systematically removed over time through various transactions, stated to be arms' length, but which were not, to other entities, namely the fourth, fifth and sixth defendants, which were entities controlled by the same persons as those who controlled API, namely the first and second defendants and indirectly, the third defendant.’ [emphasis added] S/N r4QMtph6akaJV27Zm540Xg The Intention - Lawful or Unlawful Means [141] In our instant case, it is clear that we are dealing with the intent to injure Lau and SG by unlawful means, namely, the fraudulent lodgements and the wrongful use and or abuse of the legal process referred to above. [142] The difference between conspiracy by lawful and unlawful means is helpfully set out in the case of Deepak Jaikishan a/l Jaikishhan Rewachand & Anor v Intrared Sdn Bhd (previously known as Reetaj City Centre Sdn Bhd and formerly known as KFH Reetaj Sdn Bhd) & Anor [2013] 7 MLJ 437 at pages 471 to 474 where Nallini Pathmanathan J (as Her Ladyship then was) held: ‘The established/acknowledged series of cases which have defined the salient characteristics of the law of conspiracy may be summarised as follows: The tort of conspiracy to injure is delineated into two categories, namely 'unlawful means' conspiracy and 'lawful means' conspiracy. The label 'unlawful' signifies that unlawful means comprise an element in the cause of action. However, central to this tort, albeit 'unlawful' or 'lawful' means conspiracy, is the continuing requirement of a demonstration of an intent by the defendant to injure the claimant. In 'lawful' means conspiracy the requirement is that such intent be predominant in the mind of the defendant whereas in 'unlawful means' conspiracy that requirement is replaced by the requirement to show that unlawful S/N r4QMtph6akaJV27Zm540Xg conduct has been the means of the intentional infliction of harm to the claimant.’ [143] Thus, Leing, NL, NHB and Mazru in the present case have used unlawful means to conspire against Lau and SG which include, inter alia, falsely relying on the transfer of the shares of Lau and the late Madam Lim in SG and their resignations as directors in SG for the purpose of the SSA for use in a fraudulent sale of the SG shares to Leing. Based on the authorities referred to above, in an unlawful conspiracy, it is not necessary for Lau and SG to show a predominant intention by the perpetrators to injure them. [144] Based on this finding of facts above, I find that a case has been made out on the balance of probabilities that Leing, NL, NHB and Mazru had conspired to injure Lau and SG by unlawful means. There is an agreement that can be inferred from the conduct of the parties from the lodgments in 2018 right up to the filing of Suit 679 and the prosecution of the same which were intended to fraudulently deprive Lau of his shares in SG and to unlawfully wrest control of SG so that the Suit 291 Appeal would not be proceeded with. I have referred to the facts in support of this in paragraphs 125 to 130 above and do not wish to repeat the same. Loss ande Damages to Lau and SG [145] It is contended that the conspiratorial acts had had the effect of draining Lau of his limited financial resources and further that he was compelled to commence various preventive legal actions in order to thwart the conspirators from achieving their fraudulent S/N r4QMtph6akaJV27Zm540Xg purpose of wresting full control of SG from him. Various police reports were also lodged by Lau. [146] More specifically, Lau commenced the Kuala Lumpur High Court Origining Summons No. WA-24NCC-457-09/2018 (‘OS 457’) upon discovering the 31.5.2018 Lodgment to seek the following reliefs against Wasudevan and Razali:

The discovery of documents pursuant to Order 24 r 7A of the Rules of Court 2012 (‘ROC’) in respect of the preparation of the documents lodged under the 31.5.2018 Lodgement;

Pre-action interrogatories, specifically to obtain explanations from Wasudevan and Razali as to how and why they made the 31.5.2018 Lodgement, and who assisted them in carrying out the said lodgement; and

Injunctive relief to prevent Wasudevan and Razali from interfering with the affairs of SG forthwith. [147] In response to OS 457, Wasudevan and Razali filed several affidavits, with Wasudevan affirming the substance of their reply and Razali adopting the same. In brief, their responses were as follows:

Wasudevan confirmed that he did carry out the 31.5.2018

Wasudevan stated that there are no documents in existence in respect of the preparation of the 31.5.2018 Lodgement S/N r4QMtph6akaJV27Zm540Xg documents. I understand by this statement that there were no prior correspondences relating to the said lodgement;

Wasudevan stated that there are no documents, information, correspondence or communication between Lau and the late Madam Lim and him or Razali giving rise to their supposed appointments as directors of SG;

Wasudevan stated that he does not have any documents showing the communication between himself and Nexgram between July 2017 to-date. [148] On 28.12.2018, Lau withdrew OS 457 with the intention to file a writ action against Vasusevan and Razali instead. Suit 28 [149] On or around 15.1.2019, Lau filed at the Kuala Lumpur High Court vide Suit No.: WA-22NCC-29-01/2019 (‘Suit 28’) against Wasudevan and Razali. The claims against them were premised on fraud and a conspiracy to injure and the pleadings made specific reference to the 31.5.2018 Lodgement and the events in OS 457. [150] The positions taken by Wasudevan and Razali in their defence to Suit 28 were inter alia, as follows: -

The 31.5.2018 Lodgement was not denied and was lawful; S/N r4QMtph6akaJV27Zm540Xg

They have no knowledge or relationship with Nexgram or NHB;

The signatures of Lau and the late Madam Lim on the Lodgment Documents are genuine; and

There was no fraud or conspiracy between them to injure Lau. [151] However, on 9.4.2019, Lau orally applied to discontinue Suit 28 against Wasudevan and Razali, and upon the insistence by counsel for the Wasudevan and Razali, the same was withdrawn without liberty to file afresh. This issue will be further explored below when I deal with the claims against Vasudevan, Razali and Joseph. [152] Quite apart from the legal costs incurred for OS 457 and Suit 28, Lau claimed that he had incurred further costs for the following:

the costs of lodging the 2 police reports in Johor Bahru and Kuala Lumpur respectively following the discovery of the 31.5.2018 Lodgement including the costs of travel for this purpose;

time, costs including legal costs in resisting the Original Suit 210 including the costs incurred in filing the application to strike out therein;

time, costs including legal costs in defending Leing Motion in the Suit 291 Appeal; S/N r4QMtph6akaJV27Zm540Xg

time, costs including legal costs in defending NL Stay Motion

time, costs including legal costs in pursuing the present Counter Claim in the Original Suit 210 and resisting Suit 679. [153] Lau also refered to the time and costs incurred in relation to his arrest by the police following a report lodged by Leing which had resulted in the need for Lau to make an application for his release from remand before the magistrate. [154] Learned counsel for Lau and SG contended that Lau’s testimony on his losses above remains uncontested and/or unchallenged and that it cannot be disputed that such losses were the result of the unlawful fraudulent conducts by the conspirators. He then cited the case of WT Development Sdn v Chow Cho Tai & Ors [2019] MLJU 1691 at page 33 where Justice Faizah Binti Jamaludin, also in a claim of conspiracy to injure, found that the plaintiff therein had suffered pecuniary loss from the legal fees incurred for all the legal proceedings related to that case. Her Ladyship further found that in a claim of conspiracy to injure, that once pecuniary loss is established, damages would be at large. ‘[158] Mdm. Chow testified that she had suffered pecuniary loss as a result of unlawful means conspiracy. As stated above, she gave evidence of the amount of legal fees she had spent for all the legal proceedings related to this case and for procuring the Signature Verification Report from the handwriting expert. From her demeanour in the witness box and the manner in which she S/N r4QMtph6akaJV27Zm540Xg answered all the questions put to her, I find Mdm. Chow to be a truthful and reliable witness. [159] Although, her evidence is uncorroborated by documents, I find that it can be inferred that by defending and initiating the various legal actions and this instant counterclaim, Mdm. Chow would have incurred filing fees to the Court and legal fees payable to her lawyers. Accordingly, I am satisfied that Mdm. Chow had suffered pecuniary loss as a result of the Defendants’ tortious actions.’ [155] Her Ladyship further made reference to the following passage by Belinda Ang Saw Ean J in the case of Li Siu Lun v Looi Kok Poh and another [2015] SGHC 149; [2015] 4 SLR 667] with regards to assessing damages in a tort of conspiracy: ‘[45] I now refer to some cases from common law jurisdictions where the principle of damages at large was invoked in the context of proof of quantum. I begin with a local case. G P Selvam J in Dootson Investment Corp v Highway Video Pte Ltd [1997] 3 SLR(R) 823 (“Dootson”) held that the principle of damages at large (in a tort where it is applicable) would extend to the assessment of damages. Quoting the authors of an earlier edition of McGregor on Damages (see [48] below), Selvam J said (at [7]): In certain cases general damages may be awarded in the sense of damages ‘such as the jury may give when the judge cannot point out any measure by which they are to be assessed, except the opinion and judgment of a reasonable man’. The damages are said to be at large. [46] Damages at large were also assessed in relation to the tort of conspiracy in the decision of the English High Court in Noble S/N r4QMtph6akaJV27Zm540Xg Resources SA v Philip Seth Gross [2009] EWHC 1435 (Comm). In that case, the employees of the plaintiff engaged in a conspiracy to hide certain losses arising from the speculative trading of aluminium futures from the plaintiff. In assessing the quantum of damages claimable, the court held (at [223]): It was also common ground that damages for conspiracy are at large; that this meant the court is not limited to awarding that amount of loss which can be strictly proven; and that, in coming to a view as to the level of damages which a defendant ought to pay, the court will consider all the circumstances of the case … [emphasis added]. [47] Finally, the British Columbia Supreme Court in Howard v Madill [2010] BCJ No 698, noted at [89], inter alia, that assessing damages at large “are a matter of discretion for the trial judge and are more a ‘matter of impression and not addition”. [48] It is clear that the quotations from the three cases are a variant of the statement of principle that in the context of quantification of damages, the court can still award damages even when there is no appropriate measure of Page 686 damages. As McGregor on Damages (Harvey McGregor ed) (Sweet & Maxwell, 19th Ed, 2015) (“McGregor on Damages”) at para 10-008 stated, damages are at large “when the judge cannot point out to any measure by which they are to be assessed, except the opinion and judgment of a ‘reasonable man’” (hereafter referred to in this judgment as the “yardstick of the reasonable man”). I will elaborate on this later. It is sufficient to note for now that this yardstick is used to assist the court in deriving the quantum of damages to award. ‘ S/N r4QMtph6akaJV27Zm540Xg [156] Learned counsel also made reference to the following passage in the case of Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur & Ors and another appeal [2018] 1 MLJ 784 at 792 and 797: ‘[10] Secondly, it is fundamental and trite that a plaintiff claiming damages must prove his damage. A plaintiff cannot simply make a claim without placing before the court sufficient evidence of the loss it has suffered even if it is otherwise entitled in principle to recover damages. The law, however, does not demand that the plaintiff prove with complete certainty the exact amount of damage that he has suffered. Thus, the learned author of McGregor on Damages states as follows (at para 8-002): [W]here it is clear that some substantial loss has been incurred, the fact that an assessment is difficult because of the nature of the damage is no reason for awarding no damages or merely nominal damages. As Vaughan William LJ put in in Chaplin v Hick [[1911] 2 KB 786], the leading case on the issue of certainty: ‘The fact that damages cannot be assessed with certainty does not relieve the wrongdoer of the necessity of paying damages’. Indeed if absolute certainty were required as to the precise amount of loss that the claimant had suffered no damages would be recovered at all in the great number of cases. This is particularly true since so much of damages claimed are in respect of prospective, and therefore necessarily contingent, loss. (Emphasis added.) [11] Thirdly, the assessment of damages in action in this nature does not admit of fixed rules and mathematical precision, but is a matter left to the sound discretion to the judges. The courts refuse to lay down any rules or mathematical formula by which such damages are to be assessed by judges. The fairness and S/N r4QMtph6akaJV27Zm540Xg reasonableness of the award cannot be subjected to any recognised test or measure by any certain standard. If the award is manifestly inadequate or excessive, or there are indications that the award was influenced by improper considerations or the mistake was too plain, the appellate court should not hesitate to remedy the trial court’s error. All the courts should do are to award sums which is reasonable, moderate and conventional’ [157] Armed with the aforesaid authorities, learned counsel for Lau and SG contended that the fraud and conspiracy by the conspirators to take full control and ownership of SG had led to the commencement of several legal proceedings as set out above. The whole unfortunate ordeals had also taken a grave toll on Lau’s health. [158] As set out in Q&A 3 of WSPW2, Lau had testified that he has suffered 3 heart attacks in December 2017, April 2018 and September 2020 and have survived after 4 rounds of angioplasty over the years. He is on heavy dosage of life long medication to sustain his heart function and has an implant of ICD to help reboot his heart in case of sudden cardiac arrest. His heart pumping capacity (LVEF) has deteriorated over the years from 30% to 19% currently and he has to minimise his daily activities, including long conversation and emotional thought to reduce stress on my heart. He has produced his medical records to this Court. [159] It is also necessary for Lau to expand time and effort to go through copious amounts of documents and to come before this Court to provide evidence and also expand money to prevent these fraudsters from taking away his rights and interest in SG. In this regard, learned counsel for Lau and SG pray for a sum of RM S/N r4QMtph6akaJV27Zm540Xg 1,000,000.00 as general damages to be paid by the Defendants jointly and severally for the fraud, conspiracy to injure and interference of administration of justice. Aggravated Damages [160] In Sambaga Valli (supra) the Court of Appeal held as follows in respect of aggravated damages: ‘[32] Now, aggravated damages are classified as a species of compensatory damages, which are awarded as additional compensation where there has been intangible injury to the interest or personality of the plaintiff, and where this injury has been caused or exacerbated by the exceptional conduct of the defendant.’ [161] It is contended that the conducts of the conspirators are exceptional and had caused intangible injury to Lau. A sum of of RM 500,000.00 is sought as aggravated damages. Exemplary and/or Punitive Damages [162] Leraned counsel for Lau and SG also asked for the imposition of exemplary and or punitive damages in addition to the general and aggravated damages. [163] In Sambaga Valli (supra) the Court of Appeal held as follows in respect of exemplary and/or punitive damages: S/N r4QMtph6akaJV27Zm540Xg ‘[33] The exemplary damages or punitive damages — the two terms now regarded as interchangeable — are additional damages awarded with reference to the conduct of the defendant, to signify disapproval, condemnation or denunciation of the defendant’s tortious act, and to punish the defendant. Exemplary damages may be awarded where the defendant has acted with vindictiveness or malice, or where he has acted with a ‘contumelious disregard’ for the right to the plaintiff. The primary purpose of an award of exemplary damages may be deterrent, or punitive and retributory, and the award may also have an important function in vindicating the rights of the plaintiff (see Rookes v Barnard [1964] 1 All ER 367; AB and others v South West Water Services Ltd [1993] 1 All ER 609; Broome v Cassell & Co Ltd [1971] 2 QB 354, Laksmana Realty Sdn Bhd v Goh Eng Hwa and another appeal [2006] 1 MLJ 675).’ [164] In this connection, it was submitted that the conspirators have conducted themselves fraudulently and maliciously. Their conspiracy and deceptive conduct is still continuing as they have filed Suit 679 and have continued to seek ownership over SG. [165] A sum of RM 500,000.00 was put up as exemplary or punitive damages to be paid by the conspirators jointly and severally for the fraud, conspiracy to injure and interference of administration of justice. Cost on Indemnity Basis [166] Finally, learned counsel for Lau and SG further submitted that in the event this Court allows their Counter Claim in the Original Suit 210 and dismisses Suit 679, the cost ought to be on an indemnity basis S/N r4QMtph6akaJV27Zm540Xg citing in support the Federal Court in Takako Sakao (f) v Ng Pek Yuen (f) & Anor [2009] 6 MLJ 751 where it was held that the granting of cost on an indemnity basis is a matter of discretion: [9] What appears clear is that the discretion to award costs on an indemnity basis is unfettered. All that is required is that it must be an appropriate case warranting an award on that basis. There is no doubt that in this case, the second respondent conducted its case in bad faith. Its directing mind and will — indeed its alter ego — was the first respondent's common law husband. In essence he was the company. Both he and the first respondent set themselves upon a course to unlawfully deprive the appellant of her legitimate interest in the subject property. Having regard to his conduct — which is to be equated as the conduct of the second respondent company (see Stone & Rolls Ltd (in liquidation) v Moore Stephens (a firm) [2009] UKHL 39 per Lord Phillips of Worth Matravers at para 51) — we consider this to be an appropriate case to award costs on an indemnity basis at all levels. We so ordered. The deposit in court was ordered to be refunded to the appellant. [167] It is said that that the conduct of the conspirators since the inception of both the Original Suit 210 and Suit 679 have been in bad faith which only points towards the actual intention of Leing and his nominees in pursuing his claim. This can be demonstrated from the following:

Upon the filing of Suit 679 on 6.12.2019, the same was given to Nexgram before it was even served to Lau to assist Nexgram in pursuing NL Stay Motion No.2 which was eventually dismissed but disrupted the entire proceedings; S/N r4QMtph6akaJV27Zm540Xg

Lau was only served with Suit 679 on 13.2.2020 which was only upon Lau’s solicitors appeared before the Judge in Suit 679 at the material time to seek direction from the Court to direct for Suit 679 to be served.

Nexgram and Mazru also chose not to enter their respective appearances for the Counter Claim in the Original Suit 210 despite exhibiting the same in NL Stay Motion No.2;

There is a clear lack of interest to prosecute Suit 679 as if there was a genuine ownership of SG by Leing, there would have been an injunction against Lau from exercising his rights as a shareholder and director of SG;

The Defendants have continued their conspiracy to continue to seek ownership of SG;

Joseph did not even appear to defend himself during trial and refute the allegation of fraud and conspiracy and also to pursue his purported claim of transfer of Lau’s share to him. [168] Premise on the above, it is contended that there is clear evidence of the conspiractors acting in bad faith and this is an appropriate case where cost ought to be indemnified on a joint and severally basis. Deliberation on the issue of damages [169] The fact that in a claim for conspiracy, once pecuniary damages are proven, damages are at large is trite. What this means is that once the plaintiff in the claim for conspiracy has succeeded in proving S/N r4QMtph6akaJV27Zm540Xg pecuniary loss i.e loss that is capable of being measured in money terms and not merely capable of being assessed as financial compensation for some other kind of injury as general damages for personal injury as an example, then the Court in assessing the general damage will not be limited to awarding the loss based strictly on what could be proven but may consider all the circumstances of the case, taking into account the conduct of the defendants and the nature of the wrongdoing in awarding the quantum for general damages to the plaintiff. [170] In Rookes v Barnard [1964] A C 1129 at 1221 Lord Delvin said: ‘It must be remembered that in many cases of tort damages are at large, that is to say, the award is not limited to the pecuniary loss that can be specifically proved. In the present case, for example, and leaving aside any question of exemplary or aggravated damages, the appellant’s damages would not necessarily be confined to thise which he would obtain in an action for wrongful dismissal. He can invite the jury to look at all the circumstances, the incoveniences caused to him by the change of jib and the unhappiness maybe by a change of livelihood. In such a case as this, it is quite proper without any departure from the compenasatory principle to award a round sum based on the pecuniary loss proved.’ [171] In addition, there are clear authorities holding that investigatory expenses resulting from the tort of conspiracy are, in principle, recoverable as a pecuniary loss in the tort of conspiracy. In particular, British Motor Trade Association v Salvadori [1949] Ch 556 the English Court held thus: S/N r4QMtph6akaJV27Zm540Xg ‘… [D]amage constituted by the expense incurred by claimants in exposing and resisting the wrongful activities of the defendants can be awarded to them as damage directly caused by the conspiracy’ [172] The English Court of Appeal in Lonrho Plc v. Al-Fayed (No 5) [1993] 1 W.L.R 1489 has approved British Motor Trade Association (supra) where Dillon LJ at 1497 accepted that time spent detecting, investigating, countering and minimising the effect of a conspiracy was recoverable. His Lordship stated: ‘I would allow the subhead to be pleaded. British Motor Trade Association v. Salvadori [1949] Ch. 556 indicates that time spent in detecting and countering a conspiracy can be included in a claim for damages, at any rate if, as in that case there is also other pecuniary loss[.] …’ [173] In addition, on the claim for unrecovered legal costs incurred in related proceedings, there is a common law rule that a party to a civil action cannot, in a separate action, recover against the other party to the first civil action costs of the first action which was not awarded at the trial of that action [See: Quartz Hill Consolidated Gold Mining Co v. Eyre (1883) 11 QBD 674, Berry v. British Transport Commission [1962] 1 QB 306]. [174] However, under common law, there is no bar to a claim for unrecovered costs against third party, that is, against a person who was not a party to the original action. The measures of such damages would be the difference between the plaintiff’s costs of the action taxed as between solicitor and client and as between party S/N r4QMtph6akaJV27Zm540Xg and party [See: McGregor on Damages p. 459 para 713, Berry v. British Transport Commission [1962] 1 QB 306, 321 per Devlin J citing The Solway Prince (1914) 31 T.L.R 56, Lonrho Plc v. Fayed No. 5 [1993] 1 W.L.R 1489]. [175] In connection to the aforesaid, the Singapore Court of Appeal in Maryani Sadeli v. Arjun Permanand Samtani [2015] 1 SLR 496 had done away with the distinction between legal costs in the same proceedings involving same party and that involving third party. In other words, in Singapore, no claim can be made for unrecovered legal costs regardless of whether the proceedings in respect thereof involved the same party or otherwise. [176] In our present case, Lau and SG are seeking general damages in the form of the legal costs that were incurred in commencing the OS 457 and Suit 28. They are also seeking legal costs incurred in resisting the Original Suit 210 including the application to strike out, in defending Leing Motion in the Suit 291 Appeal, the NL Stay Motion No. 1 and NL Stay Motuon No. 2 in Suit 291 Appeal. [177] The question for determination is whether these legal costs come within the common law principle barring the claims against the conspirators in the present action for unrecovered legal costs incurred in the previous legal proceedings that are referred to above. [178] It must immediately be noted that Lau and SG are not seeking to recover these legal costs on the basis that they are entitled to full indemnity of their legal costs arising from those legal proceedings. Instead, what Lau and SG are claiming in this case are simply the S/N r4QMtph6akaJV27Zm540Xg damages that are caused by the conspiracy perpetrated by the conspirators in respect of the Counter Claim filed in the Original Suit 210. [179] The Leing Motion in Suit 291 Appeal, the NL Stay Motion No. 1 and NL Stay Motion No. 2 in the Suit 291 Appeal were investigative expenses incurred by Lau and SG in ‘exposing and resisting the wrongful activities’ of the conspirators and based on the case of British Motor Trade Association (supra), such expenses can be awarded to them as ‘damage directly caused by the conspiracy’. But for the conspiracy, such expenses would not have been incurred. The fact that in each of these proceedings, costs may have been ordered to be paid to Lau and or SG by the Court in these respective proceedings merely go towards a reduction of the quantum of damages. They do not act as a bar to the claim for damages at all. [180] The position is similar to the claim for legal costs in the case of Hammond & Co v. Bussey [1887] 20 Q.B.D 79. In that case, the plaintiff sued the defendant for the legal costs incurred for having to defend a claim by its customer for a breach of contract in respect of certain quantities of coal that the plaintiff had sold to the customer. The plaintiff had purchased the coal from the defendant for the purpose of reselling to its customer. As it turned out, the coal that was supplied by the defendant which the plaintiff had onsold to its customer did not answer to certain description. In allowing the claim for the legal costs reasonably incurred as damages for the breach, Lord Esher M. R stated as follows: S/N r4QMtph6akaJV27Zm540Xg ‘To my mind it is perfectly clear that, according to a reasonable business view of the reasonably probable course of business, the parties may be supposed to have contemplated, at the time when the contract was made, as the inevitable or at any rate the highly probable result of a breach of it, that there would be a lawsuit between the plaintiffs and their sub-vendees, in which it would be reasonable for the plaintiffs to defend, and in which, it it turned out that there was a breach of warranty, the plaintiff would lose, and that they would thereby necessarily incur costs. Cost incurred under such circumstances appear to me to fall within the second branch of nthe rule in Hadley v. Baxendale. I therefore think that the plaintiffs were entitled to recover over from the defendant in respect of their costs, and that the decision of the learned judge below was right, and should be affirmed.’ [181] Although the aforesaid decision was made in the context of a breach of contract, the principle that legal costs incurred may be recovered as damages applies as well to an action based on conspiracy to defraud by unlawful means. [182] There is little doubt in my mind that the Leing Motion in the Suit 291 Appeal, the NL Stay Motion No. 1 and NL Stay Motion No. 2 in Suit 291 Appeal are actions taken to discover the conspiracy and or to resist the attempts by the conspirators to achieve the purpose of their conspiracy. Such legal costs that were incurred were made necessary and in fact directly caused by the conspiracy. [183] Accordingly, Lau and SG ought to be permitted to recover the legal costs reasonably incurred in respect of these legal proceedings in this action as general damages. S/N r4QMtph6akaJV27Zm540Xg [184] However, no documentary evidence has been adduced by Lau and SG during the trial to prove the actual amount of legal costs that they had incurred in respect of the Leing Motion in Suit 291 Appeal, the NL Stay Motion No. 1 and the NL Stay Motion No. 2 in Suit 291 Appeal. Does this mean that this Court is bound to award merely a nominal sum as damages? [185] In this regard, I find some guidance in the following passages by Belinda Ang J in Li Siu Lun v Looi Kok Poh and another (supra) where Her Ladyship in awarding damages addressed the issue in the following manner: ‘[52] Let us first take the case where the court is satisfied that the plaintiff has suffered some damage but cannot point to any measure at all by which the damages are to be assessed because there is no known or practicable method of quantifying the loss. The “reasonable man” (personified by the court) steps in to analyse all the circumstances of the case in order to work out a quantum of damages that is reasonable. The rationale for invoking the yardstick of the reasonable man is because once liability is established for an action where damages form the gist of the cause of action, the court is satisfied that some pecuniary loss has been suffered by the plaintiff and it would be unsatisfactory to award only nominal damages, which is only awarded when the court finds that there is no pecuniary loss occasioned by the plaintiff despite an infringement of his legal rights. [53] A fortiori even when a court is able to find a clear measure to assess the damages, the “reasonable man” still has a role in quantification in cases where the evidence to ascertain the quantum of damages is limited, absent or can only be derived and/or inferred from the fact of damage that was established to S/N r4QMtph6akaJV27Zm540Xg complete the cause of action (ie, establish liability). This proposition is undergirded by the same rationale, viz, the court is satisfied that the plaintiff has suffered some pecuniary loss and finds it unsatisfactory to award nominal damages. In such situations, the “reasonable man” would not demand that the plaintiff give precise figures to prove quantum; instead, the assessment would be based on what is considered a sum which is reasonable having regard to all the circumstances of the case. Naturally, where the evidence is limited or can only be derived from an analysis of the facts or inferred from the proof of the fact of damage, the court can (and will) only award a modest sum as damages because it cannot possibly be reasonable for an award of substantial damages to be made in the absence of proper evidence to support the assessment. : [60] To summarise, where evidence as to the amount of the pecuniary loss is missing or inadequate, compensatory damages may still be awarded for the general pecuniary loss occasioned especially in a case where damage as a constituent of the cause of action had been established. In my view, any evidential uncertainty in computing losses does not mean that the court must not award damages on the basis that the plaintiff had not proved the quantum of damages. This would be an unsatisfactory outcome especially in a case where damage as a constituent of the cause of action had been established. Any court called upon to consider what damages are recoverable in conspiracy would have to do its best in assessing damages from inferring evidence of quantum from the existence of the damage. This exercise, as noted above, is conducted with reference to the yardstick of the reasonable man. [61] Indeed, as damages are at large, the court adopts the yardstick of the reasonable man taking into consideration all the circumstances of the case including the conduct of the parties to arrive at a quantum of general damages based on the measure S/N r4QMtph6akaJV27Zm540Xg of damages it has selected. From this perspective, the court is using its common sense to achieve justice, not only to the plaintiff but the defendant, and, if applicable, among the defendants (per Stuart-Smith LJ in Holtby v Brigham & Cowan (Hull) Ltd [2000] 3 All ER 421 at [20]). [62] As to what guides the court when adopting the yardstick of the reasonable man to arrive at a monetary figure as general damages for conspiracy, Brooking J in Ansett Transport Industries (Operations) Pty Ltd v Australian Federation of Air Pilots (No 2) [1991] 2 VR 636 at 645 (citing Fitz Gibbon LJ’s directions to the jury which were approved by the House of Lords in Quinn v Leatham at 498) said that the court would “take all the circumstances of the case including the conduct of the defendant, reasonably into account”. (See also JN Dairies Ltd v Johal Dairies Ltd [2010] EWHC 1689 (Ch) at [21].)’ [186] Guided by the aforesaid passages from Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur & Ors and another appeal (supra) cited by learned counsel for Lau and SG and adopting the approach by Belinda Ang J in Li Siu Lun v Looi Kok Poh and another (supra), it is my judgement that based on the yardstick of a reasonable man, the reasonable expense incurred for the Leing Motion in Suit 291 Appeal, the NL Stay Motion No. 1 and the NL Stay Motion No. 2 in Suit 291 Appeal would be the sum of RM 150,000.00. Aggravated Damages [187] In Sambaga Valli (supra) the Court of Appeal classified aggravated damages as a species of compensatory damages, which are awarded as additional compensation where there has been S/N r4QMtph6akaJV27Zm540Xg intangible injury to the interest or personality of the plaintiff, and where this injury has been caused or exacerbated by the exceptional conduct of the defendant. [188] There is no longer doubt that aggravated damages can indeed be claimed in the tort of conspiracy [See: the English cases of Khodaparast v. Shad [2000] 1 All ER 545, Quinn v. Leatham [1901] AC 495, Michaels v. Taylor Woodraw Developments Ltd [2001] Ch 493, the Australian case of Latham v. Singleton [1981] 2 NSWLR 843 and the Singapore case of Li Siu Lun v Looi Kok Poh and another (supra)]. Aggravated damages are awarded to provide compensation for mental distress or injury to feelings caused by the manner or motive with which a wrong had been committed by the defendant and by his conduct subsequent thereto. The following passage by Lord Neuberger in Ashley v. Chief Constable of Susses Police [2008] 2 WLR 975 was adopted by our Federal Court in Koperal Zainal Mohd Ali v. Selvi Narayan & Anor [2021] 3 MLRA 424: ‘102. Aggravated damages are awarded for feelings of distress or outrage as a result of the particularly egregious way or circumstances in which the tort was committed, or in which its aftermath was subsequently handled by the defendant.’ [189] In the present case, it must have been traumatic when Lau was suddenly alerted of the fact that both his and his late wife’s shares in SG had been ‘sold’ and that attempts had been made for the shares to be transferred to Joseph and the late Choo sometime in 2018. S/N r4QMtph6akaJV27Zm540Xg [190] This was execrbated by the fact that both his late wife and him had purportedly resigned as directors of SG and that Vasudevan and Razali had attempted to take over as directors of SG via the 31.5.2018 Lodgment. [191] Lau was acutely aware of the significance of the attempts to take control of SG from him as the Suit 291 Appeal was still pending at the time. Further, after filing the OS 457 and Suit 28 against Vasudevan and Razali and subsequently discontinuing these proceedings against them, thinking that the situation had been contained, it must have come as a further shock to Lau to receive the Original Suit 210 with Leing claiming to be the beneficial owner of the shares and alleging that Vasudevan, Razali, Joseph and the late Choo were merely his nominees. [192] The Writ for the Original Suit 210 was not served on Lau at his home but was instead served on him at the premises of the Kuala Lumpur High Court when he was attending a trial commenced by Nexgram against him for alleged oppression in Suit 440. Although the Writ was filed on 24.4.2019, it was only served on 8.5.201, just 2 days before the Suit 291 Appeal was scheduled to be heard. [193] The timing of the Original Suit 210 and the filing of Leing Motion were clearly intended to undermine Lau’s locus standi to direct and or control SG’s actions in the Suit 291 Appeal. The fact that Nexgram had filed the NL Stay Motion No. 1 further heightened the fear that both Leing and Nexgram were in fact acting in concert. To appreciate Lau’s state of mind, one must be mindful of the fact that by reason of the Stay Order, Lau had yet to enjoy the fruits of his S/N r4QMtph6akaJV27Zm540Xg litigation in Suit 291 notwithstanding that judgment was given in his favour. Lau desperately wanted the Suit 291 Appeal to be expeditiously determined as under the scheme in OS 299, a contingent tranche payment of up to RM5 million was provided in the event SG makes successful recovery of the RM12.5 million under Suit 291. Lau was still a 30% shareholder of Blue Hill and would suffer losses if the company is wound up. In fact, Mazru had filed an affidavit in OS 299 supporting the winding up of Blue Hill notwithstanding that NL had purchased 70% of Bluee Hill shares from SG. [194] Further, following from a police report lodged by Leing on 26.4.2019, Lau was arrested by the police at the Kuala Lumpur Court Complex at around 4:15 pm on 9.5.2019. At the time of his arrest, he was still recuperating from his Implantable Cardioconveter Defibrillator (ICD) surgery which he had undergone not less than 2 months before. He was locked up for a sleepless night before the magistrate ordered his release after seeing his medical condition. [195] Counsel for Leing had pointed out that Leing’s police report made no specific reference to Lau and merely stated that Leing hasd received a threatening message from a mobile telephone number 018-7782139 on or around 26.4.2019. Based on the aforesaid, it is contended that Leing had made no specific allegation against Lau at all. It was the police who must have discovered from their own investigation that the said mobile phone was registered in Lau’s name. Accordingly, Lau’s arrest has got nothing to do with Leing. S/N r4QMtph6akaJV27Zm540Xg [196] However, there is no dispute that the said mobile phone was registered using Lau’s old NRIC card on 24.4.2019 which Lau had replaced with a new NRIC card sometime on 2.4.2019. It is also significant that Lau had attached a copy of his old NRIC card to his witness statement which was served on Nexgram’s solicitors sometime on 8.1.2019 for the PGA Suit. Equally significant is the fact that PW1, the Custom Relation Manager from U Mobile Sdn Bhd had confirmed that the NRIC card that used for the registration of the mobile number 018-7782139 on 24.4.2019 was in fact just a scanned copy from another mobile phone. There is also no evidence that Lau was present personally to register the said mobile phone. [197] I further note that the said mobile phone was registered on the same day that Leing had filed the Original Suit 210 i.e 24.4.2019. The alleged threat message was sent out from the said mobile phone a mere 2 days later on 26.4.2019. The Original Suit 210 was then served on Lau at the Kuala Lumpur High Court Complex on 8.5.2019 and again, on the same day, the police had approached Lau outside the Kuala Lumpur High Court Complex around 4:00 pm at the conclusion of the first day of trial for Suit 440 attempting to arrest Lau for the threat message. The arrest was only made on 9.5.2019 to permit Lau to testify in Suit 440 and the arrest was made a day before the Suit 291 Appeal fixed on 10.5.2019. No statement was taken by the police from Lau. The entire arrest process raises serious questions and I find merits in the contention by learned counsel for Lau that in all probabilities, Nexgram and Leing had orchestrated or at the very least goaded Lau’s arrest as further pressure on him in the lead up to the Suit 291 Appeal. S/N r4QMtph6akaJV27Zm540Xg [198] The matter did not stop even after the Original Suit 210 was struck out and the Leing Motion and NL Stay Motion No.1 were dismissed. Leing had proceeded to file Suit 679 and together with Nexgram, another attempt was made to further frustrate the hearing of Suit 291 Appeal. All these unrelenting pressures had taken a heavy toll on Lau’s mental and physical health. Lau had suffered acute heart attack in December 2017, April 2018 amd September 2020. He had to undergo 4 rounds of angioplasty over the years and had an implant of ICD to help reboot his heart in the case a sudden cardiac arrest. [199] The manner in which Leing had conducted himself during his cross examination at the trial add further injury as Leing was basically stonewalling the questions posed to him by learned counsel for Lau and SG. [200] The totality of the aforesaid, to my mind, justify this Court to make an award for aggravated damages against Leing, NHB, NL and Marzu in this case. In this regard, I order that a sum of RM 200,000.00 be paid to Lau as aggravated damages to be borne jointly and severally by them. Exemplary damages [201] In Rookes v. Barnard (supra), Lord Delvin allows punitive or exemplary damages to be claimed under three narrow categories of cases: S/N r4QMtph6akaJV27Zm540Xg

where there is oppressive, arbitrary or unconstitutional action by servants of the government;

where there is wrongful conduct which has been calculated by the defendant to make a profit for himself which may exceed the compensation payable to the plaintiff; and

where punitive awards are expressly authorised by statute. [202] In the present case, the conspirators had intended by their unlawful attempts to wrest control of SG from Lau to effectively pull the carpet from under Lau’s feets in relation to the conduct of the Suit 291 Appeal. Had they been successful, the conspirator would have been in a position to determine the destiny of the Suit 291 Appeal. Further, they had also proceeded to file the Original Suit 210 and Suit 679 knowing full well that Leing’s claim as beneficial owner of the SG shares has absolutely no merits. These suits were filed for the collateral purpose of thwarting the progress of the Suit 291 Appeal and to support the NL Stay Motion No. 1 and NL Stay Motion No. 2. [203] The conspirators had proceeded with their unlawful actions knowing that the benefit that would accrue to them in the event that they were successful in their scheme would far exceed the losses in the form of legal costs that would be ordered against them in the dismissal of their Original Suit 210, Suit 679, Leing Motion, NL Stay Motion No. 1 and NL Stay Motion No. 2. What made this even more objectionable and contumelious is the fact that the process of the court was used to achieve their unlawful ends. Any abuse of the court process must be condemned. S/N r4QMtph6akaJV27Zm540Xg [204] Accordingly, I find that the present case falls within the second category of the cases identified by Lord Delvin above and would award the sum of RM 100,000.00 to be paid by each of the conspirators, Leing, NL, NHB and Mazru. Suit 679 [205] Based on my findings on the tort for wrongful interference with the judicial process or abuse of process and the claims for conspiracy by unlawful means, it goes without saying that Leing’s claims in Suit 679 is hopelessly without any merits and I hereby dismissed the same with costs fixed at RM 50,000.00 subject to payment of allocator. Costs of Counter Claim in Original Suit 210 and Suit 679 [206] As stated, learned counsel for Lau and SG has sought for costs on an indemnity basis. Given my finding on the facts to justify aggravating and exemplary damages, I am in greement that this case justifies the imposition of costs on an indemnity basis and hereby award the sum of RM 180,000.00 against Leing, NL, NHB and Mazru jointly and severally subject to the usual payment of allocator. Claim against Vasudevan, Razali, Joseph and the late Choo. [207] Lau and SG have made claims against Vasudevan, Razali, Joseph and the late Choo as joint tortfeasors to the conspiracy and fraud. S/N r4QMtph6akaJV27Zm540Xg [208] However, the claim against the late Choo was discontinued prior to the trial. [209] In Suit 28, Lau had sued Wasudevan and Razali for fraud and conspiracy to injure arising from the attempts to replace Lau and the late Madam Lim as directors of SG. However, the Suit 28 was subsequently withdrawn with no order as to costs and without any liberty to file afresh. [210] Notwithstanding the aforesaid, learned counsel for Lau and SG submitted that the commencement of this proceedings against Wasudevan and Razali is not barred by res judicata and/or cause of action estoppel and/or issue estoppel as a result of the withdrawal of Suit 28 without liberty. [211] The principles of estoppel per rem judicatum was explained by the Supreme Court in the case of Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3 MLJ 189 at 197-200: “What is res judicata? It simply means a matter adjudged, and its significance lies in its effect of creating an estoppel per rem judicatum. When a matter between two parties has been adjudicated by a court of competent jurisdiction, the parties and their privies are not permitted to litigate once more the res judicata, because the judgment becomes the truth between such parties, or in other words, the parties should accept it as the truth; res judicata pro veritate accipitur. The public policy of the law is that, it is in the public interest that there should be finality in litigation – interest rei publicae ut sit finis litium. It is only just that no one ought to be vexed twice for the same cause of action – S/N r4QMtph6akaJV27Zm540Xg nemo debet bis vexari pro eadem causa. Both maxims are the rationales for the doctrine of res judicata, but the earlier maxim has the further elevated status of a question of public policy.” … “Thus, there are in fact two kinds of estoppel per rem judicatum. The first type relates to cause of action estoppel and the second, to issue estoppel, which is a development from the first type. The cause of action estoppel arises when rights or liabilities involving a particular right to take a particular action in court for a particular remedy are determined in a final judgment and such right of action, ie the cause of action, merges into the said final judgment; in layman's language, the cause of action has turned into the said final judgment. The said cause of action may not be relitigated between the same parties because it is res judicata. In order to prevent multiplicity of action and also in order to protect the underlying rationales of estoppel per rem judicatum and not to act against them, such estoppel of cause of action has been extended to all other causes of action (based on the same facts or issues) which should have been litigated or asserted in the original earlier action resulting in the final judgment, and which were not, either deliberately or due to inadvertence. A few cases below will illustrate the point. … On the other hand, the issue estoppel literally means simply an issue which a party is estopped from raising in a subsequent proceeding. However, the issue estoppel, in a nutshell, from a consideration of case law, means in law a lot more, ie that neither of the same parties or their privies in a subsequent proceeding is entitled to challenge the correctness of the decision of a previous final judgment in which they, or their privies, were parties. This sounds like explaining a truism, but it is the corollary from that statement that is all important and that could have given birth to S/N r4QMtph6akaJV27Zm540Xg the controversies alluded to above; the corollary being that neither of such parties will be allowed to adduce evidence or advance any argument to contradict such decision. In this respect, we respectfully agree with Peter Gibson J in Lawlor v Gray [1984] 3 All ER 345 at p 350, who said: 'Issue estoppel … prevents contradiction of a previous determination, whereas cause of action estoppel prevents reassertion of the cause of action.' [212] Premised on the above, it was submitted as follows:

Suit 28 was never heard on its merits and therefore there was no res that was finally and conclusively decided by the withdrawal of the same;

Suit 28 was only withdrawn in view of the defence filed by Wasudevan and Razali where they: i. concealed the existence of any other persons working together with them for the purposes of the 31.5.2018 Lodgement; ii. pleaded that they were not in communication or contact with Nexgram and/or NHB or their privies; iii. at that point in time, Suit 291 Appeal was fixed for hearing on the next day, 10.4.2019, meaning that the litigation with Nexgram was to be concluded; iv. Leing’s involvement was not known or disclosed. S/N r4QMtph6akaJV27Zm540Xg [213] Learned counsel for Lau and SG contended that many of the issues arising from the subsequent disclosure of Leing’s and Nexgram’s involvement in the 31.5.2018 Lodgment were never included in the Suit 28 and not determined by any competent Court of law. These set of facts were concealed by Wasudevan and Razali from the Court in OS 457 and Suit 28. Wasudevan and Razali cannot therefore rely on the equitable principles of law when they came to Court with unclean hands. [214] It is contended that the Plaintiffs would not have consented to the striking out of Suit 28 without liberty to file afresh had full disclosure of the facts were made at the material tines. To bar Lau and SG from its cause of action against Wasudevan and Razali would only cause prejudice and this would be against the purpose of the doctrine which has its roots in equity. In this regard, the following passage of Gopal Sri Ram JCA (as His Lordship then was) in Chee Pok Choy & Ors v Scotch Leasing Sdn Bhd [2001] 4 MLJ 346 at 357 and 358 was referred: ‘Now, there is a dimension to the doctrine of res judicata that is not always appreciated. It is this. Since the doctrine (whether in its narrow or broader sense) is designed to achieve justice, a court may decline to apply it where to do so would lead to an unjust result. And there is respectable authority in support of the view I have just expressed. In Carl-Zeiss Stiftung v Rayner and Keeler Ltd & Ors (No 2) [1966] 2 All ER 532 at p 573, Lord Upjohn said: S/N r4QMtph6akaJV27Zm540Xg ‘As my noble and learned friend, Lord Reid, has already pointed out there may be many reasons why a litigant in the earlier litigation has not pressed or may even for good reasons have abandoned a particular issue. It may be most unjust to hold him precluded from raising that issue in subsequent litigation (and see Lord Maugham LC's observations in the New Brunswick case ([1938] 4 All ER 747 at p 755; [1939] AC 1 at p 21)). All estoppels are not odious but must be applied so as to work justice and not injustice, and I think that the principle of issue estoppel must be applied to the circumstances of the subsequent case with this overriding consideration in mind’. (Emphasis added.) In Arnold v National Westminster Bank Plc [1991] 2 AC 93 at p 109, Lord Keith of Kinkel expressed the following view: ‘In my opinion your Lordships should affirm it to be the law that there may be an exception to issue estoppel in the special circumstance that there has become available to a party further material relevant to the correct determination of a point involved in the earlier proceedings, whether or not that point was specifically raised and decided, being material which could not by reasonable diligence have been adduced in those proceedings. One of the purposes of estoppel being to work justice between the parties, it is open to courts to recognise that in special circumstances inflexible application of it may have the opposite result, as was observed by Lord Upjohn in the passage which I have quoted above from his speech in the Carl-S/N r4QMtph6akaJV27Zm540Xg Zeiss case [1966] 2 All ER 536 at p 573, [1967] 1 AC 853 at p 947’. (Emphasis added.) In a later passage, I find Lord Keith saying: ‘Estoppel per rem judicatam, whether cause of action estoppel or issue estoppel, is essentially concerned with preventing abuse of process. In the present case I consider that abuse of process would be favoured rather than prevented by refusing the respondents permission to reopen the disputed issue’. These views were very recently reaffirmed by the House of Lords in Johnson v Gore Wood & Co (2000) (Unreported, speeches published on 14 December 2000). See in particular the speech of Lord Bingham of Cornhill, at pp 8-10 of the transcript. On the authorities discussed thus far, the principle comes to this. Whether res judicata in the wider sense should be permitted to bar a claim is a matter that is to be determined on the facts of each case, always having regard to where the justice of the individual and particular case lies.’ [215] Therefore, it was submitted that this Court retains the discretion to reopen matters which was not determined on its merits and reached its finality. There can be no abuse of process by the Plaintiffs in instituting this claim against Wasudevan and Razali and they cannot be deemed to have been vexed twice from this proceeding. [216] With respect, I am unable to agree. S/N r4QMtph6akaJV27Zm540Xg [217] In the present case, there is an express order made in Suit 28 that Lau and SG will have no liberty to file afresh its causes of action for fraud and conspiracy against Vasudevan and Razali. That order has not been set aside and remains valid and binding on them. [218] In any case, there is another reason why I am of the opinion that the claims against Vasudevan, Razali and Jospeh simply cannot succed in this case – there is simply no evidence that all three of them were aware of the objective of unlawfully wresting control of SG from Lau and the late Madam Lim. From Vasudevan’s and Razali’s testimonies, what have been established are as follows:

It was the late Choo who brought Wasudevan to meet Derek Phang. Wasudevan did not see any signing by Lau and the Madam Lim and it was Derek Phang who informed Wasudevan in respect of the transfer of shares and that he will be installed as director in SG and will be able to obtain allowance of RM 3,000.00 per month;

Razali did not see the signing of transfer of shares by Lau and the late Madam Lim and it was the late Choo and/or Phang who informed Razali regarding the share transfer forms during the meeting at the restaurant

Wasudevan did not see Lau and the late Madam Lim signed the resignation letters but was shown to him by Derek Phang. He didn’t know who prepared the directors resolution but it was the late Choo who gave to him to sign in Kuala Lumpur. S/N r4QMtph6akaJV27Zm540Xg

Razali did not see Lau and the late Madam Lim signed the resignation letters but was shown/informed by the late Choo and Derek Phang at the restaurant in Bukit Bintang;

Wasudevan didn’t know who prepared the resolution but it was given to him for execution by the late Choo at the same meeting at the restaurant;

Razali was given the resolution by the late Choo in a meeting together with Derek Phang at a restaurant in Ampang. [219] What can be inferred from the aforesaid testimonies is that both Vasudevan and Razali were merely participating as nominee directors in the belief that both Lau and the late Madam Lim had indeed resigned as directors of SG. They were prepared to act as nominees because each of them was promised a sum of RM 3,000.00 a month. There is nothing to suggest that Vasudeva and Razali were acting in concert or were aware of the unlawful purpose by Leing, NL, NHB and or Mazru at any time. [220] In this regard, I refer to the following passages by Nourse LJ in Kuwait Oil Tanker v. Al Bader [2000] 2 All ER (Comm) 271 at paragraphs 111 and 133 at pages 313 and 320 of the report respectively where the learned judge held thus: ‘111. … Thus it is not necessary for the conspirators all to join the conspiracy at the same time, but we agree with the judge that the parties to it must be sufficiently aware of the surrounding circumstances and share the same object for it properly to be said S/N r4QMtph6akaJV27Zm540Xg that they were acting in concert at the time of the acts complained of. In a criminal case juries are often asked to decide whether the alleged conspirators were ‘in it together’. That may be a helpful question to ask, but we agree with Mr Brodie that it should not be used as a method of avoiding detailed consideration of the acts which are said to have been done in pursuance of the conspiracy’ [221] Similarly, there is no evidence that Joseph was ‘in the know’ of the conspiracy. All that has been proven is the fact that Joseph was to be a mere nominee for Leing in respect of the 1 share that was to be transferred from Lau. [222] Hence, it is my judgment that the claims against Vasudevan, Razali and Joseph for fraud and conspiracy are without any merits and are hereby dismissed but with no order as to costs. Summary of Judgment [223] In summary, in respect of the Plaintiffs’ Counter Claim in WA- 22NCC-210-04/2019:

The 1st, 2nd, 3rd and 4th Defendants are, jointly and severally, to pay the sums of RM 150,000.00 and RM 200,000.00 as general and aggravated damages respectively;

Each of the 1st, 2nd, 3rd and 4th Defendants is to pay the Plaintiffs a sum of RM 100,000.00 as exemplary damages; S/N r4QMtph6akaJV27Zm540Xg

The 1st, 2nd, 3rd and 4th Defendants are, jointly and severally, to pay the sums of RM 180,000.00 as legal costs for this action subject to allocator;

The Plaintiffs’ Counter Claim against the 5th, 6th and 7th Defendants are dismissed but with no order as to costs. [224] In relation to the claims by the Plaintiffs in WA-22NCC-679-12/2019, the said claims are dismissed with costs fixed at RM 50,000.00 subject to allocator. Dated the 25th day of May 2022 (ONG CHEE KWAN) Judicial Commissioner High Court of Malaya, Kuala Lumpur, Commercial Division, NCC2. COUNSEL:

Mr. Mohamed Izzul Faris bin Mohd Ghani together with Ms. Sandra Tan Xue Qi and Mr. Khavenesh Devanandan (PDK) for the Plaintiffs in the Counterclaim (Messrs. Syed Ibrahim & Co. (Kuala Lumpur))

Ms. Kavimani Muthayam and Ms. Chew Sin Yee for 1st to 3rd Defendants in the Counterclaim (Messrs. Kavi & Co. (Kuala Lumpur)) S/N r4QMtph6akaJV27Zm540Xg

Mr. Gobinath Karuppan and Mr. Dhayalan Naidu (PDK) for 4th to 7th Defendants in the Counter Claim (Messrs. Sanjay Mohan (Kuala Lumpur))

Goldsmith v. Sperrings Ltd. And Others [1977] 1 WLR 478 2. PJTV Denson (M) Sdn Bhd & Ors v Roxy (Malaysia) Sdn Bhd [1980] 2 MLJ 136 3. Hock Hua Bank (Sabah) Bhd v Lam Tat Ming & Ors [1995] 4 MLJ 328 4. Sinnaiyah & Sons Sdn Bhd v Damai Setia Sdn Bhd [2015] 5 MLJ 1 5. Yeohata Machineries Sdn Bhd & Anor v Coil Master Sdn Bhd & Ors [2015] 6 MLJ 810 6. Renault SA v Inokom Corp Sdn Bhd & Anor and other appeals [2010] 5 MLJ 394 7. MGG Pillai v Tan Sri Dato Vincent Tan Chee Yioun & Other Appeals [1995] 2 MLJ 493 8. Tekital Sdn Bhd v Sarina bt Kamaludin & Ors [2012] 8 MLJ 734 9. Deepak Jaikishan a/l Jaikishhan Rewachand & Anor v Intrared Sdn Bhd (previously known as Reetaj City Centre Sdn Bhd and formerly known as KFH Reetaj Sdn Bhd) & Anor [2013] 7 MLJ 437

WT Development Sdn v Chow Cho Tai & Ors [2019] MLJU 1691

Li Siu Lun v Looi Kok Poh and another [2015] SGHC 149; [2015] 4

SLR 667 Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur &

Ors and another appeal [2018] 1 MLJ 784

Takako Sakao (f) v Ng Pek Yuen (f) & Anor [2009] 6 MLJ 751

Rookes v Barnard [1964] A C 1129

British Motor Trade Association v Salvadori [1949] Ch 556 Lonrho Plc v. Al-Fayed (No 5) [1993] 1 W.L.R 1489 S/N r4QMtph6akaJV27Zm540Xg

Quartz Hill Consolidated Gold Mining Co v. Eyre (1883) 11 QBD 674

Berry v. British Transport Commission [1962] 1 QB 306

The Solway Prince (1914) 31 T.L.R 56

Lonrho Plc v. Fayed No. 5 [1993] 1 W.L.R 1489

Maryani Sadeli v. Arjun Permanand Samtani [2015] 1 SLR 496

Hammond & Co v. Bussey [1887] 20 Q.B.D 79

Khodaparast v. Shad [2000] 1 All ER 545

Quinn v. Leatham [1901] AC 495

Michaels v. Taylor Woodraw Developments Ltd [2001] Ch 493

Latham v. Singleton [1981] 2 NSWLR 843

Ashley v. Chief Constable of Susses Police [2008] 2 WLR 975

Koperal Zainal Mohd Ali v. Selvi Narayan & Anor [2021] 3 MLRA 424

Rookes v. Barnard [1964] 1 All ER 367

Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3

31.

Chee Pok Choy & Ors v Scotch Leasing Sdn Bhd [2001] 4 MLJ 346 Kuwait Oil Tanker v. Al Bader [2000] 2 All ER (Comm) 271

Section 366 and 368 of the Companies Act 2016 2. Section 114(g) of the Evidence Act 1950 3. Order 24 r 7A of the Rules of Court 2012 S/N r4QMtph6akaJV27Zm540Xg